UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(A)
OF
THE SECURITIES EXCHANGE ACT OF 1934
| Filed
by the Registrant ☒ |
Filed
by a Party other than the Registrant ☐ |
Check
the appropriate box:
| ☒ |
Preliminary
Proxy Statement |
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| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☐ |
Definitive
Proxy Statement |
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| ☐ |
Definitive
Additional Materials |
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| ☐ |
Soliciting
Material under §240.14a-12 |
ALPHAVEST
ACQUISITION CORP
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| ☒ |
No
fee required. |
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|
| ☐ |
Fee
paid previously with preliminary materials. |
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|
| ☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
LETTER
TO SHAREHOLDERS OF ALPHAVEST ACQUISITION CORP
205
W. 37th Street
New
York, NY 10018
TO
BE HELD ON [●], 2024
Dear
AlphaVest Acquisition Corp Shareholder:
You
are cordially invited to attend an extraordinary general meeting of AlphaVest Acquisition Corp, a Cayman Islands exempted company (the
“Company,” “AlphaVest,” “we,” “us” or “our”),
which will be held on [●], at [●] a.m. Eastern Standard Time (the “Extraordinary General Meeting”). The
Extraordinary General Meeting will be held in person at the offices of Winston & Strawn LLP located at 800 Capitol St., Suite 2400,
Houston, Texas 77002, and virtually via live webcast at [●] and via teleconference using the following dial-in information:
Telephone
access (listen-only):
Within
the U.S. and Canada: [●] (toll-free)
Outside
of the U.S. and Canada: [●] (standard rates apply)
Conference
ID: [●]
The
attached Notice of the Extraordinary General Meeting and accompanying Proxy Statement (the “Proxy Statement”) describe
the business AlphaVest will conduct at the Extraordinary General Meeting and provide information about AlphaVest that you should consider
when you vote your shares. As set forth in the attached Proxy Statement, the Extraordinary General Meeting will be held for the purpose
of considering and voting on the following proposals:
Proposal
No. 1—Articles Amendment Proposal—A proposal, by special resolution, to amend AlphaVest’s Second Amended
and Restated Memorandum and Articles of Association, as adopted by special resolution passed on December 21, 2023 (the “Existing
Charter”) by adopting an amendment to the Existing Charter in the form set forth in Annex A to the Proxy Statement which
reflects:
| (i) | the
extension of the date by which the Company must consummate a business combination (the “Combination
Period”) up to nine (9) times from December 22, 2024 (the “Termination
Date”) to September 22, 2025, each by an additional one (1) month (each,
an “Extension”) for a total of up to nine (9) months after the
Termination Date (i.e., a total of up to thirty-three (33) months after the consummation
of its initial public offering (the “IPO”)), assuming a Business Combination
(as defined below) has not occurred. The end date of each Extension shall be referred to
herein as the “Extended Date” (the “Extension Amendment”);
and |
| | | |
| (ii) | the
deletion of the limitation (the “Redemption Limitation”) that the Company
shall not redeem public shares to the extent that such redemption would cause the Company’s
net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”).
The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective
of whether such redemption would exceed the Redemption Limitation. |
We
refer to this proposal as the “Articles Amendment Proposal”;
Proposal
No. 2 - Trust Agreement Amendment Proposal — A proposal, by at least sixty-five percent (65%) of the then outstanding Ordinary
Shares, to further amend AlphaVest’s investment management trust agreement, dated as of December 19, 2022, (as amended, the “Trust
Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”),
to allow the Company to extend the Termination Date up to nine (9) times for an additional one (1) month each time from the Termination
Date or Extended Date, as applicable, to September 22, 2025 (the “Trust Agreement Amendment”) by providing five days’
advance notice to the Trustee prior to the applicable Termination Date or Extended Date and depositing into the trust account (the “Trust
Account”) $55,000 per one-month extension two (2) days prior to such Extension (the “Extension Payment”)
until September 22, 2025 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory
note payable upon the consummation of a Business Combination (the “Trust Agreement Amendment Proposal”); and
Proposal
No. 3—Adjournment Proposal—A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the
Extraordinary General Meeting, there are not sufficient votes to approve the Articles Amendment Proposal and Trust Agreement
Amendment Proposal or to provide additional time to effectuate the Extension Amendment, Trust Agreement Amendment, the Redemption
Limitation Amendment and Extension (the “Adjournment Proposal”).
Each
of the Articles Amendment Proposal, Trust Agreement Amendment Proposal, and the Adjournment Proposal is more fully described in
the Proxy Statement. Please take the time to read carefully each of the proposals in the Proxy Statement before you vote. Approval of
the Articles Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the
Extension Amendment, Trust Agreement Amendment, Redemption Limitation Amendment, and Extension. Unless the Redemption Limitation
Amendment is implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount that would cause our
net tangible assets to be less than $5,000,001, which condition may not be waived by the Board Notwithstanding the foregoing, even
if the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are approved, AlphaVest may nevertheless choose
not to hold the Extraordinary General Meeting or not to amend the Existing Charter or the Trust Agreement and may liquidate on the Termination
Date.
The
purpose of the Articles Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment
Proposal, is to allow AlphaVest additional time and flexibility to complete our previously announced Business Combination. On August
16, 2024, AlphaVest entered into a business combination agreement with AV Merger Sub, a Washington corporation and a direct wholly owned
subsidiary of the Company (“Merger Sub”), and AMC Corporation, a Washington corporation (“AMC”). However,
there can be no guarantee the business combination with Merger Sub and AMC will be consummated. If it is not consummated, the Articles
Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, will allow AlphaVest additional
time to complete an initial business combination (a “Business Combination”). Additionally, the purpose of the Articles
Amendment Proposal is to simultaneously (i) provide those AlphaVest shareholders who do not wish to extend the Termination Date with
the opportunity to exercise their redemption rights earlier than they would if AlphaVest liquidated on the Termination Date and (ii)
allow those AlphaVest shareholders who wish for AlphaVest to continue its search for a Business Combination to remain shareholders.
Currently,
the Company has until the Termination Date, or December 22, 2024, to consummate a Business Combination. The Board has determined that
it is in the best interests of AlphaVest to seek an extension of the Termination Date and have AlphaVest shareholders approve the Articles
Amendment Proposal, and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination.
The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaVest’s
commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant
providing shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the Articles
Amendment Proposal, and Trust Agreement Amendment Proposal are approved and the Extension Amendment, Redemption Limitation
Amendment, Trust Agreement Amendment and Extension are implemented, there is no assurance that AlphaVest will be able to consummate
a Business Combination within the Combination Period, as extended, given the actions that must occur prior to closing of a Business Combination.
Unless the
Redemption Limitation Amendment is implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an
amount that would cause our net tangible assets to be less than $5,000,001. If the Redemption Limitation Amendment is not
implemented and there are significant requests for redemption such that the Company’s net tangible assets would be less than
$5,000,001 upon the consummation of the business combination, the Articles would prevent the Company from being able to consummate
the business combination even if all other conditions to closing are met. The Company believes that the Redemption Limitation is not
needed. The purpose of such limitation was initially to ensure that, in connection with the Company’s initial business
combination, the Company would continue, as we have since our IPO, to be not subject to the “penny stock” rules of the
SEC and therefore not a “blank check company” as defined under Rule 419 of the Securities Act of 1933, as
amended, because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). The NTA Rule is one of several exclusions from the
“penny stock” rules of the SEC and we believe that we may rely on another exclusion, which relates to the Company being listed on Nasdaq (Rule 3a51-1(a)(2)) (the
“Exchange Rule”).. Therefore, the
Company intends to rely on the Exchange Rule to not be deemed a penny stock issuer. In the event that the Redemption Limitation
Amendment is not implemented and we receive notice of redemptions of public shares approaching or in excess of the Redemption
Limitation, we and/or our Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption
Limitation.
Pursuant
to the Existing Charter and the Trust Agreement, if the Board anticipates that the Company may not be able to consummate a business
combination within 12 months of the closing of the IPO, we may, by resolution of the Board, at the request of our sponsor, AlphaVest
Holding LP (the “Sponsor”), extend the period of time to consummate a business combination up to six (6) times, each
by an additional three months, subject to sponsor depositing into the Trust Account additional funds. If the Articles Amendment
Proposal and Trust Agreement Amendment Proposal are approved, we may, by resolution of the Board, at the request of our
Sponsor, avail ourselves of nine (9) additional one-month extension periods to consummate the Business Combination, subject to the Sponsor
or its affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing
into the Trust Account for each such one-month extension, on or prior to the date of the applicable Business Combination deadline $55,000
per one-month extension two (2) days after giving effect to the Redemption. In the event that our Sponsor elects to extend the time to
complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will
receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid
in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so.
In the event that we receive notice from our Sponsor five days prior to the applicable Business Combination deadline of its wish for
us to effect an Extension, we intend to issue a press release announcing such Extension at least three days prior to the applicable Business
Combination deadline. In addition, we intend to issue a press release the day after the applicable Business Combination deadline announcing
whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account
to extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates
or designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the
entire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible
but not more than 10 business days thereafter, outstanding ordinary shares, par value $0.0001 per share (the “Ordinary Shares”)
which were issued in the Company’s initial public offering (the “Public Shares”) for a pro rata portion of the
funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously
released to us to pay our taxes if any (less up to $100,000 of interests to pay dissolution expenses), and then seek to dissolve and
liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the
claims of our Public Shareholders. In the event of our dissolution and liquidation, the rights will expire and be worthless.
As
contemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify
the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders
of Public Shares (the “Public Shareholders”) may elect to redeem their Public Shares upon the approval of any such
amendment to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares
(the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting,
regardless of whether you vote for or against the proposals, by following the instructions set forth in the accompanying Proxy Statement.
Unless the Redemption Limitation Amendment is implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares
in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares
with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if a Public
Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess
of that 15% limit would not be redeemed for cash.
On
the Record Date (defined below), the redemption price per Public Share was approximately $[●] (which is expected to be the same
approximate price per Public Share on the date of the scheduled vote at the Extraordinary General Meeting), based on the aggregate amount
on deposit in the Trust Account of approximately [$●] as of the Record Date (including interest not previously released to AlphaVest
to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares on the Nasdaq
Capital Market (“Nasdaq”) on the Record Date was $[●]. Accordingly, if the market price of the Public
Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder
of Public Shares receiving approximately $[●] more per share than if the Public Shares were sold in the open market. AlphaVest
cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per
Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Public
Shareholders wish to sell their Public Shares. AlphaVest believes that such redemption right enables its holders of Public Shares to
determine whether to sustain their investments for an additional period if AlphaVest does not complete a Business Combination on or before
the Termination Date.
If
the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not
consummated by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest shall (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law.
Subject
to the foregoing, the approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being
the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who,
being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter.
As of the date of this Proxy Statement, the Company has 7,006,329 Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Ordinary Shares held by the Sponsor and the representative
of our underwriters in our initial public offering (the “Founder Shares”), the Company will need 2,820,886 Public
Shares, or 54.71% of the outstanding Public Shares, to vote in favor of the Articles Amendment Proposal to approve each
such proposal.
Approval
of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the then outstanding
Ordinary Shares pursuant to the Trust Agreement. If all outstanding Ordinary Shares are present at the Extraordinary General Meeting,
then in addition to the Founder Shares, the Company will need 2,704,114 Public Shares or 52.44% of the Public Shares, to vote in favor
of the Trust Agreement Amendment Proposal to approve such proposal.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy
at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter. Assuming all outstanding Ordinary Shares are present
at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,653,166, or 32.01% of the outstanding
Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth
for a vote if there are not sufficient votes to approve the Articles Amendment Proposal or the Trust Agreement Amendment
Proposal at the Extraordinary General Meeting.
The
Board has fixed the close of business on [●], 2024 (the “Record Date”) as the date for determining AlphaVest
shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of
record of Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment
thereof. On the Record Date, there were 5,156,329 issued and outstanding Public Shares and 1,850,000 issued and outstanding Founder Shares.
AlphaVest’s rights do not have voting rights.
You
are not being asked to vote on a Business Combination at this time. If the Extension, Trust Agreement Amendment, Extension Amendment
and the Redemption Limitation Amendment are implemented and you do not elect to redeem all your Public Shares, you will retain
the right to vote on any such Business Combination when and if it is submitted to shareholders (provided that you are a shareholder on
the applicable record date) and the right to redeem your remaining Public Shares for cash in the event a Business Combination is approved
and completed or in the event we have not consummated a Business Combination by the last Extended Date, September 22, 2025. There is
no guarantee that we will identify a suitable target and, even if we do identify one, that we will be able to complete a Business Combination
before the expiration of the last Extended Date, September 22, 2025.
After
careful consideration of all relevant factors, the Board has determined that the Articles Amendment Proposal, the Trust Agreement
Amendment Proposal, and the Adjournment Proposal (if required) are in the best interests of AlphaVest and its shareholders, and
has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
AlphaVest’s
Sponsor, directors and officers have interests in the Articles Amendment Proposal, the Trust Agreement Amendment Proposal and
the Adjournment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among
others, ownership, directly or indirectly of Founder Shares and units consisting of Ordinary Shares and rights sold to the Sponsor in
a private placement that may become exercisable in the future. See the section entitled “Extraordinary General Meeting of AlphaVest—Interests
of the Initial Shareholders” in the accompanying Proxy Statement.
Enclosed
is the Proxy Statement containing detailed information about the Extraordinary General Meeting, the Articles Amendment Proposal,
the Trust Agreement Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General
Meeting, AlphaVest urges you to read this material carefully and vote your shares. You may do so by signing, dating and returning the
enclosed proxy promptly, or following the instructions contained in the proxy card or voting instructions. If you grant a proxy, you
may revoke it at any time prior to the Extraordinary General Meeting or vote in person or online at the Extraordinary General Meeting.
If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or
you may cast your vote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.
By
Order of the Board of Directors of AlphaVest Acquisition Corp
Yong
(David) Yan
Chief
Executive Officer
[●],
2024
Your
vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, virtually or in person, please vote
as soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented at
the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you
will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented
and voted at the Extraordinary General Meeting. The approval of the Articles Amendment Proposal requires a special resolution
under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of issued and outstanding Ordinary Shares
entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment thereof,
vote on such matter. Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent
(65%) of the then outstanding Ordinary Shares pursuant to the Trust Agreement. Approval of the Adjournment Proposal requires an ordinary
resolution under Cayman Islands law, being the affirmative vote of the holders of at least a simple majority of the issued and outstanding
Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any
adjournment thereof, vote on such matter. The presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting
of the holders of a majority of the Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall
constitute a quorum for the conduct of business at the Extraordinary General Meeting. Accordingly, if you fail to vote in person or by
proxy at the Extraordinary General Meeting, your shares will not be counted for the purposes of determining whether the Articles
Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities. If
you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary
General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present
at the Extraordinary General Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of
record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING
PUBLIC SHARES AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST
TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON [●], 2024, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED
VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND
ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT,
PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN
ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU
WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR
REDEMPTION RIGHTS.
Unless the Redemption Limitation Amendment is
implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount that would cause our net tangible
assets to be less than $5,000,001. If the Redemption Limitation Amendment is not implemented and there are significant requests for
redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the consummation of the business
combination, the Articles would prevent the Company from being able to consummate the business combination even if all other
conditions to closing are met. The Company believes that the Redemption Limitation is not needed. The purpose of such limitation was
initially to ensure that, in connection with the Company’s initial business combination, the Company would continue, as we
have since our IPO, to be not subject to the “penny stock” rules of the Securities and Exchange Commission (the
“SEC”), and therefore not a “blank check company” as defined under the NTA Rule. The NTA Rule is one of
several exclusions from the “penny stock” rules of the SEC and we believe that we may rely on another exclusion, the Exchange Rule. Therefore, the
Company intends to rely on the Exchange Rule to not be deemed a penny stock issuer. In the event that the Redemption Limitation
Amendment is not implemented and we receive notice of redemptions of public shares approaching or in excess of the Redemption
Limitation, we and/or our Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption
Limitation.
Important
Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on [●], 2024:
This notice of meeting and the accompanying Proxy Statement are being made available on or about [●], 2024, at [●].
NOTICE
OF EXTRAORDINARY GENERAL MEETING
OF
ALPHAVEST ACQUISITION CORP
TO
BE HELD ON [●], 2024
To
the Shareholders of AlphaVest Acquisition Corp:
NOTICE
IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of
AlphaVest Acquisition Corp, a Cayman Islands exempted company (the “Company,” “AlphaVest,” “we,”
“us” or “our”), will be held on [●], 2024, at [●] a.m. Eastern Time. The Extraordinary
General Meeting will be held in person at the offices of Winston & Strawn LLP located at 800 Capitol St., Suite 2400, Houston, TX
77002, and virtually via live webcast at [●] and via teleconference using the following dial-in information:
Telephone
access (listen-only):
Within
the U.S. and Canada: [●] (toll-free)
Outside
of the U.S. and Canada: [●] (standard rates apply)
Conference
ID: [●]
You
are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting upon, and if through fit,
passing and approving the following resolutions, as more fully described below in this Proxy Statement, which is dated [●], 2024
and is first being mailed to shareholders on or about that date:
Proposal
No. 1 — Articles Amendment Proposal— To resolve as a special resolution, that the amendment to
AlphaVest’s Second Amended and Restated Memorandum and Articles of Association, as adopted by special resolution passed on
December 21, 2023 (the “Existing Charter”) in the form set forth in Annex A to the Proxy Statement, which
reflects:
| (i) | the
extension of the date by which the Company must consummate a business combination (the “Combination
Period”) up to nine (9) times from December 22, 2024 (the “Termination
Date”) to September 22, 2025, each by an additional one (1) month (each, an “Extension”)
for a total of up to nine (9) months after the Termination Date (i.e., a total of up to thirty-three
(33) months after the consummation of its initial public offering (the “IPO”)),
assuming a Business Combination (as defined below) has not occurred. The end date of each
Extension shall be referred to herein as the “Extended Date” (the “Extension
Amendment”); and |
| | | |
| (ii) | the
deletion of the limitation (the “Redemption Limitation”) that the Company
shall not redeem public shares to the extent that such redemption would cause the Company’s
net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”).
The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective
of whether such redemption would exceed the Redemption Limitation, be adopted with immediate
effect. |
Proposal
No. 2 - Trust Agreement Amendment Proposal — To resolve that AlphaVest’s investment management trust agreement, dated
as of December 19, 2022, (as amended, the “Trust Agreement”), by and between the Company and Continental Stock Transfer
& Trust Company (the “Trustee”), be amended to allow the Company to extend the Termination Date from December
22, 2024 up to nine (9) times for an additional one (1) month each time up to September 22, 2025 (the “Trust Agreement Amendment”)
by providing five days’ advance notice to the Trustee prior to the applicable Termination Date or Extended Date, as applicable
and depositing into the trust account (the “Trust Account”), for each one-month extension, $55,000 per one-month extension
two (2) days prior to such Extension (the “Extension Payment”) pursuant to an amendment to the Trust Agreement in
the form set forth in Annex B of the Proxy Statement (the “Trust Agreement Amendment Proposal”).
Proposal
No. 3 - Adjournment Proposal— To approve as an ordinary resolution that the Extraordinary General Meeting be adjourned
to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time
of the Extraordinary General Meeting, there are not sufficient votes to approve the Articles Amendment Proposal and the
Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension, the Extension Amendment, Trust Agreement
Amendment and the Redemption Limitation Amendment.
Each
of the Articles Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described
in the Proxy Statement. Please take the time to read carefully each of the proposals in the Proxy Statement before you vote. Approval
of the Articles Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the
Extension Amendment, Trust Agreement Amendment, Redemption Limitation Amendment and Extension. Unless the Redemption Limitation
Amendment is implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount that would cause
our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing,
even if the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are approved, AlphaVest may nevertheless
choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter or the Trust Agreement and may liquidate on
the Termination Date.
The
purpose of the Articles Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal,
is to allow AlphaVest additional and flexibility to complete our previously announced Business Combination. On August 16, 2024, AlphaVest
entered into a business combination agreement with AV Merger Sub, a Washington corporation and a direct wholly owned subsidiary of the
Company (“Merger Sub”), and AMC Corporation, a Washington corporation (“AMC”). However, there can
be no guarantee the business combination with Merger Sub and AMC will be consummated. If it is not consummated, the Articles Amendment
Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, will allow AlphaVest additional time to
complete an initial business combination (a “Business Combination”). Additionally, the purpose of the Articles
Amendment Proposal is to simultaneously (i) provide those AlphaVest shareholders who do not wish to extend the Termination Date with
the opportunity to exercise their redemption rights earlier than they would if AlphaVest liquidated on the Termination Date and (ii)
allow those AlphaVest shareholders who wish for AlphaVest to continue its search for a Business Combination to remain shareholders. Currently,
the Company has until the Termination Date, or December 22, 2024, to consummate a Business Combination. The Board has determined that
it is in the best interests of AlphaVest to seek an extension of the Termination Date and have AlphaVest shareholders approve the Articles
Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination.
The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaVest’s
commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant
providing shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the Articles
Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension Amendment, Trust Agreement
Amendment, the Redemption Limitation Amendment and Extension are implemented, there is no assurance that AlphaVest will be able
to consummate a Business Combination within the Combination Period, as extended, given the actions that must occur prior to closing of
a Business Combination.
Pursuant
to the Existing Charter and the Trust Agreement, if the Board anticipates that the Company may not be able to consummate a business
combination within 12 months of the closing of the IPO, we may, by resolution of the Board, at the request of our Sponsor, extend the
period of time to consummate a business combination up to six (6) times, each by an additional three months, subject to sponsor depositing
into the Trust Account additional funds. If the Articles Amendment Proposal and the Trust Agreement Amendment Proposal
are approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of nine (9) additional one-month
extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’
advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account for each such one-month
extension, on or prior to the date of the applicable Business Combination deadline $55,000 per one-month extension two (2) days after
giving effect to the Redemption. In the event that our Sponsor elects to extend the time to complete a Business Combination, pay the
Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured
promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close
a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice from
our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect an Extension, we intend to issue
a press release announcing such Extension at least three days prior to the applicable Business Combination deadline. In addition, we
intend to issue a press release the day after the applicable Business Combination deadline announcing whether or not the funds had been
timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to
complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide to extend
the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we
are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10 business
days thereafter, redeem 100% of our outstanding ordinary shares, par value $0.0001 per share (the “Ordinary Shares”)
which were issued in the Company’s initial public offering (the “Public Shares”) for a pro rata portion of the
funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously
released to us to pay our taxes (less up to $100,000 of interests to pay dissolution expenses), and then seek to dissolve and liquidate.
However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of
our Public Shareholders. In the event of our dissolution and liquidation, the rights will expire and be worthless.
As
contemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify
the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders
of Public Shares (the “Public Shareholders”) may elect to redeem their Public Shares upon the approval of any such
amendment to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares
(the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting,
regardless of whether you vote for or against the proposals, by following the instructions set forth in the accompanying Proxy Statement.
Unless the Redemption Limitation Amendment is implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares
in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares
with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if a Public
Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess
of that 15% limit would not be redeemed for cash.
On
the Record Date (defined below), the redemption price per Public Share was approximately $[●] (which is expected to be the same
approximate price per Public Share on the date of the scheduled vote at the Extraordinary General Meeting), based on the aggregate amount
on deposit in the Trust Account of approximately $[●] as of the Record Date (including interest not previously released to
AlphaVest to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares on
the Nasdaq Capital Market (“Nasdaq”) on the Record Date was $[●]. Accordingly, if the market price of
the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result
in a holder of Public Shares receiving approximately $[●] more per share than if the Public Shares were sold in the open market.
AlphaVest cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market
price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when
such Public Shareholders wish to sell their Public Shares. AlphaVest believes that such redemption right enables its holders of Public
Shares to determine whether to sustain their investments for an additional period if AlphaVest does not complete a Business Combination
on or before the Termination Date.
If
the Articles Amendment Proposal and, the Trust Agreement Amendment Proposal are not approved and a Business Combination
is not consummated by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest shall (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days
thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining shareholders and the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law.
Pursuant
to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if
the Extension Amendment or the Redemption Limitation Amendment is consummated. As a holder of Public Shares, you will be entitled
to receive cash for any Public Shares to be redeemed only if you:
| (i) |
(a)
hold Public Shares or (b) hold Public Shares through Units (as defined below) and elect to separate your Units into the underlying
Public Shares and Public Rights (as defined below) prior to exercising your redemption rights with respect to the Public Shares;
|
| |
|
| (ii) |
submit
a written request to Continental Stock Transfer & Trust Company (the “Trustee” or “transfer agent”)
including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested,
that AlphaVest redeem all or a portion of your Public Shares for cash; and |
| |
|
| (iii) |
deliver
your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically
through The Depository Trust Company (“DTC”). |
Holders
must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time,
on [●], 2024 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares
to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Articles
Amendment Proposal. If the Extension Amendment, Trust Agreement Amendment, the Redemption Limitation Amendment and Extension
are not consummated, the Public Shares will be returned to the respective holder, broker or bank.
Subject
to the foregoing, the approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being
the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who,
being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter.
As of the date of this Proxy Statement, the Company has 7,006,329 Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Ordinary Shares held by the Sponsor and the representative
of our underwriters in our initial public offering (the “Founder Shares”), the Company will need 2,820,886 Public
Shares, or 54.71% of the outstanding Public Shares, to vote in favor of the Articles Amendment Proposal to approve such proposal.
Approval
of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the then outstanding
Ordinary Shares pursuant to the Trust Agreement. If all outstanding Ordinary Shares are present at the Extraordinary General Meeting,
then in addition to the Founder Shares, the Company will need 2,704,114 Public Shares or 52.44% of the Public Shares to vote in favor
of the Trust Agreement Amendment Proposal to approve such proposal.
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy
at the Extraordinary General Meeting, or any adjournment thereof, vote on such matter. All outstanding Ordinary Shares are present at
the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,653,166 or 32.01% of the outstanding
Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth
for a vote if there are not sufficient votes to approve the Articles Amendment Proposal or, the Trust Agreement Amendment
Proposal at the Extraordinary General Meeting.
Record
holders of Ordinary Shares at the close of business on [●], 2024 (the “Record Date”) are entitled to vote or
have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 5,156,329 issued and outstanding Public Shares
and 1,850,000 issued and outstanding Founder Shares. AlphaVest’s rights do not have voting rights.
This
Proxy Statement contains important information about the Extraordinary General Meeting, the Articles Amendment Proposal, the Trust
Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, virtually
or in person, AlphaVest urges you to read this material carefully and vote your shares.
This
Proxy Statement is dated [●], 2024 and is first being mailed to shareholders on or about that date.
By
Order of the Board of Directors of AlphaVest Acquisition Corp
Yong
(David) Yan
Chief
Executive Officer
TABLE
OF CONTENTS
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect AlphaVest’s current
views with respect to, among other things, its capital resources and results of operations. Likewise, AlphaVest’s financial statements
and all of AlphaVest’s statements regarding market conditions and results of operations are forward-looking statements. In some
cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,”
“expects,” “potential,” “continues,” “may,” “will,” “should,”
“could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
The
forward-looking statements contained in this Proxy Statement reflect AlphaVest’s current views about future events and are subject
to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ
significantly from those expressed in any forward- looking statement. AlphaVest does not guarantee that the transactions and events described
will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future
events to differ materially from those set forth or contemplated in the forward-looking statements:
| ● |
AlphaVest’s
ability to complete a Business Combination, including approval by the shareholders of AlphaVest; |
| |
|
| ● |
the
anticipated benefits of a Business Combination; |
| |
|
| ● |
the
volatility of the market price and liquidity of the Public Shares and other securities of AlphaVest; |
| |
|
| ● |
the
use of funds not held in the Trust Account or available to AlphaVest from interest income on the Trust Account balance; |
| |
|
| ● |
the
competitive environment in which our successor will operate following a Business Combination; and |
| |
|
| ● |
proposed
changes in SEC rules related to special purpose acquisition companies. |
While
forward-looking statements reflect AlphaVest’s good faith beliefs, they are not guarantees of future performance. AlphaVest disclaims
any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new
information, data or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable
law. For a further discussion of these and other factors that could cause AlphaVest’s future results, performance or transactions
to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors”
in AlphaVest’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 16, 2024, and in
other reports AlphaVest filed with the SEC, including AlphaVest’s Quarterly Reports on Form 10-Q for the periods ended March 31,
2024, filed with the SEC on May 20, 2024, June 30, 2024, filed with the SEC on August 19, 2024, and September 30, 2023, filed with the
SEC on November [ ], 2024. You should not place undue reliance on any forward-looking statements, which are based only on information
currently available to AlphaVest.
QUESTIONS
AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
| Q. |
Why
am I receiving this Proxy Statement? |
| |
|
| A. |
AlphaVest
is a blank check company incorporated under the laws of the Cayman Islands on January 14,
2022, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, with one or more businesses, without limitation
as to business, industry or sector. AlphaVest’s registration statement on Form S-1
(File No. 333-268188) for AlphaVest’s IPO was declared effective by the SEC on December
19, 2022. On December 22, 2022, AlphaVest consummated its IPO of 6,000,000 units (the “Units”).
Each Unit consists of one ordinary share, par value $0.0001 per share (the “Ordinary
Shares”) and one right (the “Public
Rights”), with each Public Right entitling the holder thereof to receive one-tenth
of one Ordinary Share upon the completion of an initial Business Combination, subject to
adjustment. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $60,000,000. On December 29, 2022,
EarlyBirdCapital, Inc. (“EBC”) exercised its over-allotment option (the
“Overallotment”), to purchase an additional 900,000 Units at a public
offering price of $10.00 per Unit, generating additional gross proceeds to the Company of
$9,000,000.
Simultaneously
with the closing of the IPO, the Company completed the sale of 365,000 private Units to the Sponsor, and 25,000 private Units to
EBC (collectively, the “Private Units”) at a purchase price of $10.00 per Private Unit, generating gross proceeds
to the Company of $3,900,000. Simultaneously with the closing of the Overallotment, the Company completed the private sale of an
additional 37,904 Private Units to the Sponsor and the private sale of an additional 2,596 Private Units to EBC, each at a purchase
price of $10.00 per Private Unit, generating additional gross proceeds to the Company of $405,000. Transaction costs amounted to
$3,734,629 consisting of $1,725,000 of underwriting fees, $629,929 of other offering costs. |
| |
|
| |
An
aggregate of $70,380,000 of the net proceeds from AlphaVest’s IPO and sale of the units
consisting of Ordinary Shares and rights sold to the Sponsor in a private placement (the
“Private Placement Units” were deposited in the Trust Account established
for the benefit of the holders of Public Shares.
On
August 16, 2024, AlphaVest entered into a business combination agreement with AV Merger Sub, a Washington corporation and a direct
wholly owned subsidiary of the Company (“Merger Sub”), and AMC Corporation, a Washington corporation (“AMC”). |
| |
|
| |
Like
most blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public
Shares sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date. |
| |
|
| |
Currently,
the Company has until the Termination Date, or December 22, 2024, to consummate a Business Combination. The Board has determined
that it is in the best interests of AlphaVest to seek an extension of the Termination Date and have AlphaVest shareholders approve
the Articles Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate
a Business Combination. The Board believes that the current Termination Date will not provide sufficient time to complete a Business
Combination. Given AlphaVest’s commitment of time, effort and financial resources to date with respect to identifying a Business
Combination target, circumstances warrant providing Public Shareholders with additional time and opportunity to consider a prospective
Business Combination. However, even if the Articles Amendment Proposal, and the Trust Agreement Amendment Proposal
is approved and the Extension, Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment
are implemented, there is no assurance that AlphaVest will be able to consummate a Business Combination within the Combination Period,
as extended, given the actions that must occur prior to closing of a Business Combination. |
| Q. |
When
and where is the Extraordinary General Meeting? |
| |
|
| A. |
The
Extraordinary General Meeting will be held on [●], 2024, at [●] a.m. Eastern Time at the offices of Winston & Strawn
LLP located at 800 Capitol Street, Suite 2400, Houston, Texas, United States, and virtually via live webcast by visiting https://www.[●]
and entering the voter control number included on your proxy card and via teleconference using the following dial-in information: |
Telephone
access (listen-only):
Within
the U.S. and Canada: [●] (toll-free)
Outside
of the U.S. and Canada: [●] (standard rates apply)
Conference
ID: [●]
| Q. |
What
do I need in order to be able to participate in the Extraordinary General Meeting online? |
| |
|
| A. |
Any
registered shareholder at the Record Date wishing to attend the Extraordinary General Meeting virtually should register for the Extraordinary
General Meeting by [●] at https://www.[●]. You can virtually attend the Extraordinary General Meeting via the internet
by visiting https://www.[●] and entering the voter control number included on your proxy card. You will need the voter control
number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting.
If you do not have a voter control number, you will be able to listen to the Extraordinary General Meeting only and you will not
be able to vote or submit questions during the Extraordinary General Meeting. |
| Q. |
What
are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting? |
| |
|
| A. |
AlphaVest
shareholders are being asked to consider and vote on the following proposals: |
Proposal
No. 1— Articles Amendment Proposal—A proposal, by special resolution, to amend AlphaVest’s Second
Amended and Restated Memorandum and Articles of Association, as adopted by special resolution passed on December 21, 2023 (the “Existing
Charter”) by adopting an amendment to the Existing Charter in the form set forth in Annex A to the Proxy Statement (the “Extension
Amendment”) which reflects:
| (i) | the
extension of the date by which the Company must consummate a business combination (the “Combination
Period”) up to nine (9) times from December 22, 2024 (the “Termination
Date”) to September 22, 2025, each by an additional one (1) month (each, an “Extension”)
for a total of up to nine (9) months after the Termination Date (i.e., a total of up to thirty-three
(33) months after the consummation of its initial public offering (the “IPO”)),
assuming a Business Combination (as defined below) has not occurred. The end date of each
Extension shall be referred to herein as the “Extended Date” (the “Extension
Amendment”); and |
| | | |
| (ii) | deletion
of the limitation (the “Redemption Limitation”) that the Company shall
not redeem public shares to the extent that such redemption would cause the Company’s
net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”).
The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective
of whether such redemption would exceed the Redemption Limitation. |
We refer to this proposal as the “Articles
Amendment Proposal”
Proposal
No. 2 - Trust Agreement Amendment Proposal — A proposal, by ordinary resolution, to amend AlphaVest’s Trust Agreement,
by and between the Company and the Trustee. The Trust Agreement Amendment proposes to allow the Company to extend the Termination Date
up to nine (9) times for an additional one (1) month each time from the Termination Date or the Extended Date, as applicable, to September
22, 2025 by providing five days’ advance notice to the Trustee prior to the applicable Termination Date or Extended Date and depositing
into the Trust Account the $55,000 per one-month extension two (2) days prior to such Extension until September 22, 2025 (assuming a
Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation
of a Business Combination; and
Proposal
No. 3 - Adjournment Proposal—A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary
General Meeting, there are not sufficient votes to approve the Articles Amendment Proposal or the Trust Agreement Amendment
Proposal or to provide additional time to effectuate the Extension Amendment, Trust Agreement Amendment, the Redemption Limitation
Amendment and Extension.
| Q. |
Are
the proposals conditioned on one another? |
| |
|
| A. |
Approval
of the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are conditions to the implementation
of the Extension Amendment, Trust Agreement Amendment, Redemption Limitation Amendment and Extension. Pursuant to the Existing
Charter, AlphaVest may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001,
which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Articles Amendment Proposal and
the Trust Agreement Amendment Proposal are approved, AlphaVest may nevertheless choose not to hold the Extraordinary General
Meeting or not to amend the Existing Charter or the Trust Agreement and may liquidate on the Termination Date. |
If
the Extension, Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment are implemented and
one or more AlphaVest shareholders elect to redeem their Public Shares, AlphaVest will remove from the Trust Account and deliver to the
holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to
such redeemed Public Shares, as described in more detail in this Proxy Statement, and will retain the remainder of the funds in the Trust
Account for AlphaVest’s use in connection with consummating a Business Combination on or before the expiration of the last Extended
Date.
If
the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination
is not consummated by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest shall (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days
thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining shareholders and the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law.
The
Sponsor and all of AlphaVest’s directors and officers (the “initial shareholders”) waived their rights to participate
in any liquidating distribution with respect to the 1,850,000 Founder Shares held by them. There will be no distribution from the Trust
Account with respect to AlphaVest’s rights, which will expire worthless in the event AlphaVest dissolves and liquidates the Trust
Account.
The
Adjournment Proposal is not conditioned on the approval of any other proposal.
| Q. |
Why
is AlphaVest proposing the Articles Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal?
|
| |
|
| A. |
The
Existing Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the
IPO if there is no qualifying Business Combinations(s) consummated on or before the Termination Date. The purpose of the Articles
Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow AlphaVest
additional time and flexibility to complete our previously announced Business Combination. On August 16, 2024, AlphaVest entered
into a business combination agreement with Merger Sub and AMC. However, there can be no guarantee the business combination with Merger
Sub and AMC will be consummated. If it is not consummated, the Articles Amendment Proposal, the Trust Agreement Amendment
Proposal and, if necessary, the Adjournment Proposal, will allow AlphaVest additional time to complete a Business Combination. Additionally,
the purpose of the Articles Amendment Proposal is to simultaneously (i) provide those AlphaVest shareholders who do not wish
to extend the Termination Date with the opportunity to exercise their redemption rights earlier than they would if AlphaVest liquidated
on the Termination Date and (ii) allow those AlphaVest shareholders who wish for AlphaVest to continue its search for a Business
Combination to remain shareholders. |
| |
|
| |
The
purpose of the Redemption Limitation Amendment is to facilitate the consummation of a business
combination. If the Redemption Limitation Amendment is not implemented and there are significant
requests for redemption such that the Company’s net tangible assets would be less than
$5,000,001 upon the consummation of a business combination, the Articles would prevent the
Company from being able to consummate the business combination even if all other conditions
to closing are met. The Company believes that the Redemption Limitation is not needed. The
purpose of such limitation was initially to ensure that, in connection with the Company’s
initial business combination, the Company would continue, as we have since our PO, to be
not subject to the “penny stock” rules of the SEC, and therefore not a “blank
check company” as defined under Rule 419 of the Securities Act because
it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). The NTA Rule is
one of several exclusions from the “penny stock” rules of the SEC and we believe
that we may rely on another exclusion, which relates to the Company being listed on Nasdaq
(Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, the Company intends
to rely on the Exchange Rule to not be deemed a penny stock issuer.
|
Currently,
the Company has until the Termination Date, or December 22, 2024, to consummate a Business Combination. The Board has determined that
it is in the best interests of AlphaVest to seek an extension of the Termination Date and have AlphaVest shareholders approve the Articles
Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination.
The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaVest’s
commitment of time, effort and financial resources to date with respect to consummating a Business Combination circumstances warrant
providing Public Shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the
Articles Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension, Trust Agreement
Amendment, the Redemption Limitation Amendment and Extension Amendment are implemented, there is no assurance that AlphaVest
will be able to consummate a Business Combination within the Combination Period, as extended, given the actions that must occur prior
to closing of a Business Combination.
If
the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by AlphaVest shareholders,
AlphaVest may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension,
Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment, or to otherwise provide additional
time to effectuate the Extension, Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment.
If the Adjournment Proposal is not approved by AlphaVest shareholders, the Board may not be able to adjourn the Extraordinary General
Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of
the Articles Amendment Proposal or the Trust Agreement Amendment Proposal.
You
are not being asked to vote on a Business Combination at this time. If the Extension, Trust Agreement Amendment, Extension Amendment
and the Redemption Limitation Amendment are implemented and you do not elect to redeem all your Public Shares, you will retain
the right to vote on any such Business Combination when and if it is submitted to shareholders (provided that you are a shareholder on
the applicable record date) and the right to redeem your remaining Public Shares for cash in the event a Business Combination is approved
and completed or in the event we have not consummated a Business Combination by the last Extended Date, September 22, 2025. There is
no guarantee that we will identify a suitable target and, even if we do identify one, that we will be able to complete a Business Combination
before the last Extended Date, September 22, 2025.
| Q. |
What
vote is required to approve the proposals presented at the Extraordinary General Meeting? |
| |
|
| A. |
The
approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative
vote of holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present
in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Approval
of the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent
(65%) of the then outstanding Ordinary Shares. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman
Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding Ordinary Shares entitled
to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof,
vote on such matter. |
The
presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding
Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct
of business at the Extraordinary General Meeting. If you fail to return your proxy card or fail
to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect
will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting
and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Extraordinary
General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
| Q. |
Why
should I vote “FOR” the Articles Amendment Proposal? |
| |
|
| A. |
AlphaVest
believes its shareholders will benefit from AlphaVest consummating a Business Combination and is proposing the Articles Amendment
Proposal to give the Company the right to extend the Combination Period from December 22, 2024 up to nine (9) times for an additional
one (1) month each time up to September 22, 2025. The Board believes that the current Termination Date will not provide sufficient
time to complete a Business Combination. Given AlphaVest’s commitment of time, effort and financial resources to date with
respect to identifying a Business Combination target, circumstances warrant providing Public Shareholders with additional time and
opportunity to consider a prospective Business Combination. However, even if the Articles Amendment Proposal is approved and
the Extension, Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment are implemented,
there is no assurance that AlphaVest will be able to consummate a Business Combination by the last Extended Date, given the actions
that must occur prior to closing of a Business Combination. |
Pursuant
to the Existing Charter and the Trust Agreement, if the Board anticipates that the Company may not be able to consummate a business combination
within 12 months of the closing of the IPO, we may, by resolution of the Board, at the request of our sponsor, AlphaVest Holding LP,
extend the period of time to consummate a business combination up to six (6) times, each by an additional three months, subject to sponsor
depositing additional funds into the Trust Account.
If the Articles Amendment Proposal is approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves
of nine (9) additional one-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or
designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account
for each such one-month extension, on or prior to the date of the applicable Business Combination deadline $55,000 per one-month
extension two (2) days after giving effect to the Redemption. In the event that our Sponsor elects to extend the time to complete a Business
Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest
bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we
are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we
receive notice from our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect an Extension,
we intend to issue a press release announcing such Extension at least three days prior to the applicable Business Combination deadline.
In addition, we intend to issue a press release the day after the applicable Business Combination deadline announcing whether or not
the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend
the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees,
decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount
required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more
than 10 business days thereafter, redeem 100% of our Public Shares for a pro rata portion of the funds held in the Trust Account, including
a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less
up to $100,000 of interests to pay dissolution expenses), and then seek to dissolve and liquidate. However, we may not be able to distribute
such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our
dissolution and liquidation, rights will expire and be worthless.
Whether a holder of public shares
votes in favor of or against the Articles Amendment Proposal, if such proposal is approved, the holder may, but is not required to, redeem
all or a portion of her, his or its public shares for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to
pay taxes, if any, divided by the number of then-outstanding public shares. Unless the Redemption Limitation Amendment
is implemented, we will not proceed with the Extension if redemptions of our public shares would cause the Company to exceed the Redemption
Limitation. By eliminating the Redemption Limitation, we make it more likely that we will proceed with the Extension and have the opportunity
to consummate a business combination.
If holders of public shares do not
elect to redeem their public shares, such holders will retain redemption rights in connection with any future initial business combination
we may propose. Assuming the Articles Amendment Proposal is approved, we will have until the Extended Date to consummate our initial
business combination.
The
Board recommends that you vote in favor of the Articles Amendment Proposal.
| Q. |
Why
should I vote “FOR” the Trust Agreement Amendment Proposal? |
| |
|
| A. |
AlphaVest
believes its shareholders will benefit from AlphaVest consummating a Business Combination and is proposing the Trust Agreement Amendment
Proposal to allow the Company to extend the Termination Date up to nine (9) times for an additional one (1) month each time from
the Termination Date or the Extended Date, as applicable, to September 22, 2025 by providing five days’ advance notice to the
Trustee prior to the applicable Termination Date or Extended Date. Given AlphaVest’s commitment of time, effort and financial
resources to date with respect to consummating a Business Combination, circumstances warrant providing Public Shareholders with additional
time and opportunity to consider a prospective Business Combination. However, even if the Trust Agreement Amendment Proposal is approved
and the Extension, Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment are implemented,
there is no assurance that AlphaVest will be able to consummate a Business Combination by the last Extended Date, given the actions
that must occur prior to closing of a Business Combination. |
Pursuant
to the Existing Charter and the Trust Agreement, if the Board anticipates that the Company may not be able to consummate a business combination
within 12 months of the closing of the IPO, we may, by resolution of the Board, at the request of our sponsor, AlphaVest Holding LP,
extend the period of time to consummate a business combination up to six (6) times, each by an additional three months, subject to sponsor
depositing additional funds into the Trust Account.
If the Articles Amendment Proposal and Trust Agreement Amendment Proposal are approved, we may, by resolution of the Board,
at the request of our Sponsor, avail ourselves of nine (9) additional one-month extension periods to consummate the Business Combination,
subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination
deadline, depositing into the Trust Account for each such one-month extension, on or prior to the date of the applicable Business
Combination deadline $55,000 per one-month extension two (2) days after giving effect to the Redemption. In the event that our Sponsor
elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust
Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which
amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the
Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable Business Combination deadline
of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least three days prior to
the applicable Business Combination deadline. In addition, we intend to issue a press release the day after the applicable Business Combination
deadline announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated
to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent that some, but not all, of our
Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business Combination, such affiliates
or designees may deposit the entire amount required. If we are unable to consummate our Business Combination within such time period,
we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our Public Shares for a pro rata portion
of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and
not previously released to us to pay our taxes (less up to $100,000 of interests to pay dissolution expenses), and then seek to dissolve
and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over
the claims of our Public Shareholders. In the event of our dissolution and liquidation, rights will expire and be worthless.
The
Board recommends that you vote in favor of the Trust Agreement Amendment Proposal.
| Q. |
Why
should I vote “FOR” the Adjournment Proposal? |
| |
|
| A. |
If
the Adjournment Proposal is not approved by AlphaVest shareholders, the Board may not be able to adjourn the Extraordinary General
Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval
of the Articles Amendment Proposal or the Trust Agreement Amendment Proposal or implementation of the Extension, Trust
Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment. |
If
presented, the Board recommends that you vote in favor of the Adjournment Proposal.
| Q. |
How
will the initial shareholders vote? |
| |
|
| A. |
The
initial shareholders have advised AlphaVest that they intend to vote any Ordinary Shares over which they have voting control, in
favor of the Articles Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment
Proposal. |
The
initial shareholders and their respective affiliates are not entitled to redeem any Founder Shares in connection with the Articles
Amendment Proposal. On the Record Date, the Sponsor, AlphaVest’s directors, officers and its initial shareholders and their
respective affiliates beneficially owned and were entitled to vote an aggregate of 1,850,000 Founder Shares held by the Sponsor and the
officers and directors of AlphaVest, representing approximately 26.4% of AlphaVest’s issued and outstanding Ordinary Shares. Accordingly,
if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company
will need 2,820,886 Public Shares, or 54.71% of the outstanding Public Shares, to vote in favor of the Articles Amendment Proposal
to approve such proposal. Approval of the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative
vote of at least sixty-five percent (65%) of the then outstanding Ordinary Shares. If all outstanding Ordinary Shares are present at
the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,704,114 Public Shares or 52.44% of
the Public Shares to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal. To approve the Adjournment Proposal,
assuming all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the
Company will need 1,653,166 or 32.01% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such proposal.
The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Articles Amendment
Proposal or the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.
| Q. |
What
if I do not want to vote “FOR” the Articles Amendment Proposal, the Trust Agreement Amendment Proposal,
or the Adjournment Proposal? |
| |
|
| A. |
If
you do not want the Articles Amendment Proposal, the Trust Agreement Amendment Proposal
or the Adjournment Proposal to be approved, you may “ABSTAIN,” not vote, or vote
“AGAINST” such proposal.
If
you attend the Shareholder Meeting in person or by proxy, you may vote “AGAINST” the Articles Amendment Proposal,
the Trust Agreement Amendment Proposal, or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of
determining whether the Articles Amendment Proposal, the Trust Agreement Amendment Proposal, or the Adjournment Proposal
(as the case may be) are approved.
However,
if you fail to attend the Shareholder Meeting in person or by proxy, or if you do attend the Extraordinary General Meeting in person
or by proxy but you “ABSTAIN” or otherwise fail to vote at the Extraordinary General Meeting, your Ordinary Shares will
not be counted for the purposes of determining whether the Articles Amendment Proposal, the Trust Agreement Amendment Proposal,
or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Extraordinary
General Meeting will have no effect on the outcome of such votes.
If
the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will
not be presented for a vote. |
| Q. |
What
happens if the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are not approved? |
| |
|
| A. |
If
there are insufficient votes to approve the Articles Amendment Proposal and the Trust Agreement Amendment Proposal,
AlphaVest may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the
Extension. |
If
the Articles Amendment Proposal and, the Trust Agreement Amendment Proposal are not approved and a Business Combination
is not consummated by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest shall (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days
thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining shareholders and the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law.
The
Sponsor and the officers, directors and the initial shareholders of AlphaVest waived their rights to participate in any liquidation distribution
with respect to the 1,850,000 Founder Shares held by them. There will be no distribution from the Trust Account with respect to AlphaVest’s
rights, which will expire worthless in the event AlphaVest dissolves and liquidates the Trust Account.
| Q. |
If
the Articles Amendment Proposal is approved, what happens next? |
| |
|
| A. |
If
the Articles Amendment Proposal is approved, then the amendment to AlphaVest’s Second Amended and Restated Memorandum
and Articles of Association in substantially the form that appears in Annex A hereto will be adopted with immediate effect
and AlphaVest will proceed to file the amendment to the Second Amended and Restated Memorandum and Articles of Association, together
with other necessary documents, with the Cayman Islands Registrar of Companies and will continue its efforts to consummate a Business
Combination on or before the last Extended Date, September 22, 2025. |
If
the Articles Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount
equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount
remaining in the Trust Account and increase the percentage interest of AlphaVest held by AlphaVest’s officers, directors, the Sponsor
and its affiliates. Unless the Redemption Limitation Amendment is implemented, pursuant to the Existing Charter, AlphaVest may
not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be
waived by the Board.
Even
if the Articles Amendment Proposal is approved, AlphaVest may nevertheless choose not to hold the Extraordinary General Meeting
or to amend the Existing Charter and may liquidate on the Termination Date.
| Q. |
If
the Trust Agreement Amendment Proposal is approved, what happens next? |
| |
|
| A. |
If
the Trust Agreement Amendment Proposal is approved, then AlphaVest will amend its Trust Agreement in substantially the form that
appears in Annex B hereto and will continue its efforts to consummate a Business Combination on or before the last Extended
Date, September 22, 2025. |
| |
|
| Q. |
If the Articles Amendment Proposal is approved, what
happens next? |
| |
|
| A. |
If the Articles Amendment Proposal is approved, then
the amendment to AlphaVest’s Second Amended and Restated Memorandum and Articles of Association in substantially the form that
appears in Annex A hereto will be adopted with immediate effect and AlphaVest will proceed to file the amendment to the Second
Amended and Restated Memorandum and Articles of Association, together with other necessary documents, with the Cayman Islands Registrar
of Companies and will continue its efforts to consummate a Business Combination on or before the last Extended Date, September 22,
2025. |
| |
|
| Q. |
Do
I need to request that my shares be redeemed whether I vote for or against the Articles Amendment Proposal? |
| |
|
| A. |
Yes.
Whether you vote for or against the Articles Amendment Proposal, you may elect to redeem your Public Shares. However, you
will need to submit a redemption request for your Public Shares. See “How do I exercise my redemption rights?”
for more information about the procedures to follow to redeem your Public Shares. |
| |
|
| Q. |
May
I change my vote after I have mailed my signed proxy card? |
| |
|
| A. |
Yes.
You may change your vote by: |
| ● |
Sending
a later-dated, signed proxy card addressed to AlphaVest’s Chief Executive Officer located at AlphaVest Acquisition Corp, 205
W. 37th Street New York, NY 10018 Attn: Yong (David) Yan, so that it is received by AlphaVest’s Secretary or Chief Executive
Officer on or before the Extraordinary General Meeting; or |
| |
|
| ● |
Attending
and voting, in person or virtually via the internet, during the Extraordinary General Meeting. |
You
also may revoke your proxy by sending a notice of revocation to AlphaVest’s Chief Executive Officer, which must be received by
AlphaVest’s Chief Executive Officer on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting
will not cause your previously granted proxy to be revoked unless you specifically so request.
| Q. |
How
are votes counted? |
| |
|
| A. |
Votes
will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR”
and “AGAINST” votes, “ABSTAIN” and broker non-votes. The Articles Amendment Proposal requires a special
resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding
Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or
any adjournment thereof, vote on such matter. Approval of the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement,
the affirmative vote of at least sixty-five percent (65%) of the then outstanding Ordinary Shares. Approval of the Adjournment Proposal
requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a simple majority
of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary
General Meeting or any adjournment thereof, vote on such matter. With respect to the Articles Amendment Proposal, the Trust
Agreement Amendment Proposal and the Adjournment Proposal, abstentions and broker non-votes will have no effect on outcome of any
proposal brought before the Extraordinary General Meeting. |
| |
|
| Q. |
What
is the difference between a shareholder of record and a beneficial owner of shares held in street name? |
| |
|
| A. |
Shareholder
of Record. If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer
& Trust Company, you are considered the shareholder of record with respect to those shares, and the proxy materials were sent
directly to you by the Company. |
Beneficial
Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar
organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to
you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the
Extraordinary General Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held
in your account. Those instructions are contained in a “vote instruction form.”
| Q. |
If
my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
| |
|
| A. |
No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. AlphaVest believes that all of the proposals presented to the shareholders at this
Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your
shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide voting
instructions to your broker, bank, or other nominee, they may deliver a proxy card expressly indicating that it is NOT voting your
shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.”
Abstentions and broker non-votes will not count as votes cast and will have no effect on the
outcome of the vote on the Articles Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal.
Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct
your broker to vote your shares in accordance with directions you provide. |
| |
|
| Q. |
What
constitutes a quorum at the Extraordinary General Meeting? |
| |
|
| A. |
A
quorum is the minimum number of AlphaVest shareholders necessary to hold a valid meeting. Our Existing Charter defines a quorum,
in connection with any meeting that is convened to vote on a Business Combination or any meeting convened with regards to an amendment
to the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, as the
holders (whether individuals or entities by a duly authorized representative) of a majority of the Ordinary Shares entitled to vote
at the Extraordinary General Meeting. |
Accordingly,
an AlphaVest shareholder’s failure to vote in person (including virtually) or by proxy at the Extraordinary General Meeting, will
not be counted towards the number of Ordinary Shares required to validly establish a quorum.
| Q. |
How
many votes do I have? |
| |
|
| A. |
Each
Ordinary Share is entitled to one vote on each proposal being submitted to our shareholders at the Extraordinary General Meeting.
|
| |
|
| Q. |
How
do I vote? |
| |
|
| A. |
If
you were a holder of record of Ordinary Shares on [●], 2024, the Record Date for the Extraordinary General Meeting, you may
vote with respect to the proposals yourself at the Extraordinary General Meeting, or by completing, signing, dating and returning
the enclosed proxy card in the postage-paid envelope provided. |
Voting
in Person. If you are a holder of record of Ordinary Shares on the Record Date, you may attend the Extraordinary General Meeting
held at the offices of Winston & Strawn LLP, located at 800 Capitol Street, Suite 2400, Houston, Texas, United States.
Voting
by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable
to virtually attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares
are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by
mail must be received by 11:59 p.m., New York Time, on [●], 2024.
Voting
by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the internet by visiting https://www.[●]
and entering the voter control number included on your proxy card.
| Q. |
Does
the Board recommend voting “FOR” the approval of the Articles Amendment Proposal, the
Trust Agreement Amendment Proposal and the Adjournment Proposal? |
| |
|
| A. |
Yes.
After careful consideration of the terms and conditions of each of the Articles Amendment Proposal, the
Trust Agreement Amendment Proposal and Adjournment Proposal, the Board has determined that each proposal is in the best interests
of AlphaVest and its shareholders. The Board recommends that AlphaVest shareholders vote “FOR” each of the Articles
Amendment Proposal, the Trust Agreement Amendment Proposal and Adjournment Proposal,
if presented. |
| |
|
| Q. |
What
interests do AlphaVest’s Sponsor, directors and officers have in the approval of the Articles Amendment Proposal and
the Trust Agreement Amendment Proposal? |
| |
|
| A. |
AlphaVest’s
Sponsor, directors and officers have interests in the Articles Amendment Proposal and the
Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests
include, among others, ownership, directly or indirectly of Founder Shares and Private Placement Units that may become exercisable
in the future. See the section entitled “Extraordinary General Meeting of AlphaVest—Interests of the Initial Shareholders”
in this Proxy Statement. |
| |
|
| Q. |
Do
I have appraisal rights or dissenters’ rights if I object to the Articles Amendment Proposal? |
| |
|
| A. |
No.
There are no appraisal rights available to AlphaVest shareholders in connection with the Articles Amendment Proposal. |
| |
|
| Q. |
How
are the funds in the Trust Account currently being held? |
| |
|
| A. |
The
funds in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment
Company Act”) which invest only in direct U.S. government treasury obligations. |
| |
|
| Q. |
If
I am a Public Shareholder, can I exercise redemption rights with respect to my Public Shares? |
| |
|
| A. |
Yes.
If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash
provided that you follow the procedures and deadlines described elsewhere in this Proxy Statement. Public Shareholders may elect
to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of proposals. If you wish
to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”. |
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,
without the Company’s prior written consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks
to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
| Q. |
If
I own Public Rights, can I exercise redemption rights with respect to my Public Rights? |
| |
|
| A. |
No.
The holders of Public Rights have no redemption rights with respect to such Public Rights. |
| |
|
| Q. |
If
I am a Unit holder, can I exercise redemption rights with respect to my Units? |
| |
|
| A. |
No.
Holders of outstanding Units must separate the underlying Public Shares and Public Rights prior to exercising redemption rights with
respect to the Public Shares. |
If
you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions
to separate such Units into Public Shares and Public Rights. This must be completed far enough in advance to permit the mailing of the
Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from
the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question
“Who can help answer my questions?” below.
If
a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units.
Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to
be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal
of the relevant Units and a deposit of an equal number of Public Shares and Public Rights. This must be completed far enough in advance
to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically
done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail
to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
| Q. |
What
do I need to do now? |
| |
|
| A. |
You
are urged to read carefully and consider the information contained in this Proxy Statement, including Annex A and Annex
B, and to consider how the Articles Amendment Proposal, the Trust Agreement Amendment
Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance
with the instructions provided in this Proxy Statement and on the enclosed proxy card or, if you hold your shares through a brokerage
firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
| |
|
| Q. |
How
do I exercise my redemption rights? |
| |
|
| A. |
In
connection with the Articles Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension,
Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment, AlphaVest shareholders may
seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds
held in the Trust Account and not previously released to AlphaVest to pay its taxes, divided by the number of then outstanding Public
Shares, subject to the limitations described in the final prospectus, dated December 20, 2022, filed in connection with the IPO.
Unless the Redemption Limitation Amendment is implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public
Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the
Board. Notwithstanding the foregoing, even if the Articles Amendment Proposal and the
Trust Agreement Amendment Proposal are approved, AlphaVest may nevertheless choose not to hold the Extraordinary General Meeting
or not to amend the Existing Charter or the Trust Agreement and may liquidate on the Termination Date. |
Pursuant
to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if
the Extension is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed
only if you:
| (i) |
(a)
hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and
Public Rights prior to exercising your redemption rights with respect to the Public Shares; |
| |
|
| (ii) |
submit
a written request to the Trustee including the legal name, phone number and address of the beneficial owner of the Public Shares
for which redemption is requested, that AlphaVest redeem all or a portion of your Public Shares for cash; and |
| |
|
| (iii) |
deliver
your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically
through DTC. |
Holders
must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●] p.m., Eastern
Time, on [●], 2024 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public
Shares to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Articles
Amendment Proposal. If the Extension, Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment
are not consummated, the Public Shares will be returned to the respective holder, broker or bank. The address of AlphaVest’s
transfer agent is listed under the question “Who can help answer my questions?” below. AlphaVest requests that any
requests for redemption include the identity as to the beneficial owner making such request, including such beneficial owner’s
legal name, phone number, and address.
A
physical share certificate will not be needed if your shares are delivered to AlphaVest’s transfer agent electronically. In order
to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and AlphaVest’s transfer agent
will need to act to facilitate the request. It is AlphaVest’s understanding that shareholders should generally allot at least one
week to obtain physical certificates from the transfer agent. However, because AlphaVest does not have any control over this process
or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer
than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates
by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,
with AlphaVest’s consent, until a vote is taken with respect to the Extension, Trust Agreement Amendment, Extension Amendment
and the Redemption Limitation Amendment, if any. If you delivered your shares for redemption to the Trustee and decide within
the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically).
Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer
my questions?”
AlphaVest
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
are required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to
two (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent
electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery
prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Articles
Amendment Proposal and the Trust Agreement Amendment Proposal is approved and
the Extension, Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment are effected.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether
or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders
seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising
redemption rights, regardless of the timing of when such delivery must be effectuated.
| Q. |
What
should I do if I receive more than one (1) set of voting materials for the Extraordinary General Meeting? |
| |
|
| A. |
You
may receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this Proxy
Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account,
you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record
and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and
return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
|
| |
|
| Q. |
Who
will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting? |
| |
|
| A. |
AlphaVest
will pay the cost of soliciting proxies for the Extraordinary General Meeting. AlphaVest has engaged D.F. King to assist in the solicitation
of proxies for the Extraordinary General Meeting. AlphaVest will also reimburse banks, brokers and other custodians, nominees and
fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial
owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of AlphaVest
may also solicit proxies by telephone, by facsimile, by mail or on the internet. They will not be paid any additional amounts for
soliciting proxies. |
| Q. |
Who
can help answer my questions? |
| |
|
| A. |
If
you have questions about the proposals or if you need additional copies of this Proxy Statement or the enclosed proxy card you should
contact: |
AlphaVest
Acquisition Corp
205
W. 37th Street
New
York, NY 10018
Tel:
(203) 998-5540
You
may also contact the proxy solicitor for AlphaVest at:
D.F.
King & Co., Inc.
48
Wall Street, 22nd Floor
New
York, New York 10005
Bank
and Brokers Call Collect: (212) 269-5550
All
Others, Please Call Toll-Free: (800) 207-2872
Email:
ATMV@dfking.com
To
obtain timely delivery, AlphaVest shareholders must request the materials no later than [●], 2024, or five (5) business days prior
to the date of the Extraordinary General Meeting. You may also obtain additional information about AlphaVest from documents filed with
the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If
you intend to seek redemption of your Public Shares, you will need to demand redemption and deliver your Public Shares (either physically
or electronically) to the transfer agent on or before [●] p.m. Eastern Time on [●], 2024 (two business days before the scheduled
vote at the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise
my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares,
please contact the transfer agent:
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor New York, NY 10004
Attn:
[●]
Email:
[●]@continentalstock.com
EXTRAORDINARY
GENERAL MEETING OF ALPHAVEST
This
Proxy Statement is being provided to AlphaVest shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary
General Meeting of AlphaVest shareholders to be held on [●], 2024 and at any adjournment thereof. This Proxy Statement contains
important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information
you may find useful in determining how to vote and voting procedures.
This
Proxy Statement is being first mailed on or about [●], 2024 to all shareholders of record of AlphaVest as of [●], 2024, the
Record Date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record
Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.
Date,
Time and Place of Extraordinary General Meeting
The
Extraordinary General Meeting will be held at [●] a.m. Eastern Time on [●], 2024, at the offices of Winston & Strawn
LLP, located at 800 Capitol Street, Suite 2400, Houston, TX 77002 and virtually via live webcast by visiting https://www.[●] and
entering the voter control number included on your proxy card. The Extraordinary General Meeting may be held at such other date, time
and place to which such meeting may be adjourned, to consider and vote on the proposals.
Proposals
at the Extraordinary General Meeting
At
the Extraordinary General Meeting, AlphaVest shareholders will consider and vote on the following proposals:
| ● |
Proposal
No. 1— Articles Amendment Proposal—A proposal, by special resolution, to amend AlphaVest’s
Second Amended and Restated Memorandum and Articles of Association, as adopted by special resolution passed on December 21, 2023
(the “Existing Charter”) by adopting an amendment to the Existing Charter in the form set forth in Annex A to
the Proxy Statement (the “Extension Amendment”) which reflects: |
| |
(i) |
the extension of the date by which the Company must
consummate a business combination (the “Combination Period”) up to nine (9) times from December 22, 2024 (the “Termination
Date”) to September 22, 2025, each by an additional one (1) month (each, an “Extension”) for a total of up to nine
(9) months after the Termination Date (i.e., a total of up to thirty-three (33) months after the consummation of its initial public
offering (the “IPO”)), assuming a Business Combination (as defined below) has not occurred. The end date of each Extension
shall be referred to herein as the “Extended Date” (the “Extension Amendment”); and |
| |
|
|
| |
(ii) |
deletion of the limitation (the “Redemption Limitation”)
that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets
to be less than $5,000,001 (the “Redemption Limitation Amendment”). The Redemption Limitation Amendment would allow the
Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation. |
| ● |
Proposal
No. 2 - Trust Agreement Amendment Proposal — A proposal, by ordinary resolution, to amend AlphaVest’s Trust Agreement,
by and between the Company and the Trustee. The Trust Agreement Amendment proposes to allow the Company to extend the Termination
Date up to nine (9) times for an additional one (1) month each time from the Termination Date or the Extended Date, as applicable,
to September 22, 2025 by providing five days’ advance notice to the Trustee prior to the applicable Termination Date or Extended
Date and depositing into the Trust Account $55,000 per one-month extension two (2) days prior to such Extension for each Extension
until September 22, 2025 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory
note payable upon the consummation of a Business Combination; and |
| |
|
| ● |
Proposal
No. 3 - Adjournment Proposal—A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to
a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the
time of the Extraordinary General Meeting, there are not sufficient votes to approve the Articles Amendment Proposal,
the Trust Agreement Amendment Proposal or to provide additional time to effectuate the
Extension Amendment, Trust Agreement Amendment, the Redemption Limitation Amendment and Extension. |
Voting
Power; Record Date
As
a shareholder of AlphaVest, you have a right to vote on certain matters affecting AlphaVest. The proposals that will be presented at
the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this Proxy Statement.
You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares at the close
of business on [●], 2024, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for
each Ordinary Share that you own as of the close of business on the Record Date. If your shares are held in “street name”
or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares
you beneficially own are properly counted. On the Record Date, there were 7,006,329 issued and outstanding shares, of which 5,156,329
shares were held by holders of Public Shares and 1,850,000 Founder Shares were held by the initial shareholders.
Recommendation
of the Board
THE
BOARD RECOMMENDS
THAT
YOU VOTE “FOR” EACH OF THESE PROPOSALS
Quorum
and Required Vote for Proposals for the Extraordinary General Meeting
The
presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding
Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct
of business at the Extraordinary General Meeting. If you fail to return your proxy card or fail
to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect
will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting
and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Extraordinary
General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.
The
approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote
of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in
person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Approval of the
Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent (65%)
of the then outstanding Ordinary Shares. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law,
being the affirmative vote of the holders of at least a simple majority of the issued and outstanding Ordinary Shares entitled to vote
and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such
matter.
On
the Record Date, the Sponsor, AlphaVest’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of 1,850,000 Founder Shares held by the Sponsor and the officers and directors of AlphaVest,
representing approximately 26.4% of AlphaVest’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,820,886 Public
Shares, or 54.71% of the outstanding Public Shares, to vote in favor of the Articles Amendment Proposal to approve such proposal.
Approval of the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote of at least sixty-five
percent (65%) of the then outstanding Ordinary Shares. If all outstanding Ordinary Shares are present at the Extraordinary General Meeting,
then in addition to the Founder Shares, the Company will need 2,704,114 Public Shares or 52.44% of the Public Shares to vote in favor
of the Trust Agreement Amendment Proposal to approve such proposal. To approve the Adjournment Proposal, assuming all of outstanding
Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,653,166
or 32.01% of the outstanding Public Shares outstanding to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment
Proposal will only be put forth for a vote if there are not sufficient votes to approve the Articles Amendment Proposal or
the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.
It
is possible that AlphaVest will not be able to complete its initial Business Combination on or before the Termination Date, or by the
last Extended Date, September 22, 2025, if the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are
approved. If AlphaVest fails to complete its initial Business Combination on or before the Termination Date, or by the last Extended
Date, September 22, 2025, if the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are approved, AlphaVest
will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of
Public Shares.
Voting
Your Shares—Shareholders of Record
If
you are an AlphaVest shareholder of record, you may vote in person, by mail, internet or telephone. Each Ordinary Share that you own
in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy
cards show the number of Ordinary Shares that you own.
Voting
in Person. If you are a holder of record of Ordinary Shares on the Record Date, you may attend the Extraordinary General Meeting
held at the offices of Winston & Strawn LLP, located at 800 Capitol Street, Suite 2400, Houston, Texas, 77002 United States.
Voting
by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope
provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to virtually attend the Extraordinary General Meeting so that your shares will be voted if
you are unable to virtually attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that
your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you
hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided
to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.
If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as
recommended by the Board. The Board recommends voting “FOR” the Articles Amendment Proposal, “FOR” the
Trust Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [●]
a.m., New York Time, on [●], 2024.
Voting
by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the internet by visiting https://www.[●]
and entering the voter control number included on their proxy card.
Voting
Your Shares—Beneficial Owners
If
your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares
and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name
of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that
organization rather than directly from AlphaVest. Simply complete and mail the proxy card to ensure that your vote is counted. You may
be eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet
and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return
your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must
first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to virtually attend the Extraordinary
General Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank
to request a legal proxy form.
After
obtaining a valid legal proxy from your broker, bank or other agent, you must then register to virtually attend the Extraordinary General
Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee.
Requests for registration should be directed to [●]. Written requests can be mailed to:
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, NY 10004
Attn:
[●]
Requests
for registration must be labeled as “Legal Proxy” and be received no later than [●] p.m., New York Time, on [●],
2024.
You
will receive a confirmation of your registration by email after AlphaVest receives your registration materials. You may virtually attend
the Extraordinary General Meeting by visiting https://www.[●] and entering the voter control number included on your proxy card.
You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during
the Extraordinary General Meeting. Follow the instructions provided to vote. AlphaVest encourages you to access the Extraordinary General
Meeting prior to the start time leaving ample time for the check in.
Attending
the Extraordinary General Meeting
The
Extraordinary General Meeting will be held at [●] a.m. Eastern Time, on [●], 2024, at the offices of Winston & Strawn
LLP, located at 800 Capitol Street, Suite 2400, Houston, TX 77002 and virtually via live webcast at https://www.[●]. You will be
able to attend the Extraordinary General Meeting virtually by logging into the meeting website and entering the voter control number
included on your proxy card. In order to vote or submit a question during the Extraordinary General Meeting, you will also need the voter
control number included on your proxy card. If you do not have the control number, you will be able to listen to the Extraordinary General
Meeting only by registering as a guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.
Revoking
Your Proxy
If
you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing
any one of the following:
| ● |
you
may send another proxy card with a later date; |
| |
|
| ● |
you
may notify AlphaVest’s Chief Executive Officer in writing to AlphaVest Acquisition Corp, 205 W. 37th Street New York,
NY 10018 Attn: Yong (David) Yan before the Extraordinary General Meeting that you have revoked your proxy; or |
| |
|
| ● |
you
may attend the Extraordinary General Meeting, revoke your proxy, and vote in person (including virtually), as indicated above. |
No
Additional Matters
The
Extraordinary General Meeting has been called only to consider and vote on the approval of the Articles Amendment Proposal, the
Trust Agreement Amendment Proposal, and the Adjournment Proposal. Under the Existing Charter, other than procedural matters incident
to the conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they
are not included in this Proxy Statement, which serves as the notice of the Extraordinary General Meeting.
Who
Can Answer Your Questions about Voting
If
you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call D.F. King, AlphaVest’s
proxy solicitor, toll-free at (800) 207-2872 or via email at ATMV@dfking.com.
Redemption
Rights
In
connection with the Articles Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension,
Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment, each holder of Public Shares may
seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to AlphaVest to pay its taxes, divided by the number of then outstanding Public Shares,
subject to the limitations described in the final prospectus, dated December 20, 2022, filed in connection with the IPO. If you exercise
your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. Unless the Redemption
Limitation Amendment is implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount that would
cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing,
even if the Articles Amendment Proposal and the Trust Agreement Amendment are approved, AlphaVest may nevertheless choose
not to hold the Extraordinary General Meeting or not to amend the Existing Charter or the Trust Agreement and may liquidate on the Termination
Date.
Pursuant
to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if
the Extension, Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment are consummated.
As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:
(i)
(a) hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and
Public Rights prior to exercising your redemption rights with respect to the Public Shares;
(ii)
submit a written request to the Trustee including the legal name, phone number and address of the beneficial owner of the Public Shares
for which redemption is requested, that AlphaVest redeem all or a portion of your Public Shares for cash; and
(iii)
deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or
electronically through DTC.
Holders
must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●] a.m., Eastern
Time, on [●], 2024 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public
Shares to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Articles
Amendment Proposal. If the Extension, Trust Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment
are not consummated, the Public Shares will be returned to the respective holder, broker or bank. The address of AlphaVest’s
transfer agent is listed under the question “Who can help answer my questions?” below. AlphaVest requests that any
requests for redemption include the identity as to the beneficial owner making such request, including such beneficial owner’s
legal name, phone number, and address.
A
physical share certificate will not be needed if your shares are delivered to AlphaVest’s transfer agent electronically. In order
to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and AlphaVest’s transfer agent
will need to act to facilitate the request. It is AlphaVest’s understanding that shareholders should generally allot at least one
week to obtain physical certificates from the transfer agent. However, because AlphaVest does not have any control over this process
or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer
than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates
by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,
with AlphaVest’s consent, until a vote is taken with respect to the Extension, Trust Agreement Amendment, Extension Amendment
and the Redemption Limitation Amendment, if any. If you delivered your shares for redemption to the Trustee and decide within
the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically).
Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer
my questions?”
AlphaVest
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
are required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to
two (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent
electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery
prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Articles
Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension, Trust Agreement Amendment,
Extension Amendment and the Redemption Limitation Amendment are effected.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether
or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders
seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising
redemption rights, regardless of the timing of when such delivery must be effectuated.
Each
redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities
with a fair value of approximately $[●] as of the Record Date. Prior to their exercising redemption rights, AlphaVest shareholders
should verify the market price of the Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares
in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price.
There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower
than the redemption price stated above, as there may not be sufficient liquidity in the Ordinary Shares when you wish to sell your shares.
If
you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro
rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest
in, the future growth of AlphaVest, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely
demand redemption.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,
without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem
more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
If
the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Extension, Trust Agreement
Amendment, Extension Amendment and the Redemption Limitation Amendment implemented, and if and a Business Combination is
not consummated by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest will be required
to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and
all of AlphaVest’s rights will expire worthless.
Appraisal
Rights
There
are no appraisal rights available to AlphaVest shareholders in connection with the Articles Amendment Proposal.
Proxy
Solicitation Costs
AlphaVest
is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on
the internet. AlphaVest has engaged D.F. King to assist in the solicitation of proxies for the Extraordinary General Meeting. AlphaVest
and its directors, officers and employees may also solicit proxies on the internet. AlphaVest will ask banks, brokers and other institutions,
nominees and fiduciaries to forward this Proxy Statement and the related proxy materials to their principals and to obtain their authority
to execute proxies and voting instructions.
AlphaVest
will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this
Proxy Statement and the related proxy materials. AlphaVest will reimburse brokerage firms and other custodians for their reasonable out-of-pocket
expenses for forwarding this Proxy Statement and the related proxy materials to AlphaVest shareholders. Directors, officers and employees
of AlphaVest who solicit proxies will not be paid any additional compensation for soliciting.
Interests
of the Initial Shareholders
In
considering the recommendation of the Board to vote in favor of the Articles Amendment Proposal and the Trust Agreement
Amendment Proposal shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests
in consummating a Business Combination that are different from, or in addition to, those of other shareholders generally. AlphaVest’s
directors are aware of and will consider these interests, among other matters, in evaluating a potential Business Combination, in recommending
to shareholders that they approve a Business Combination and in agreeing to vote their shares in favor of a Business Combination. Shareholders
should take these interests into account in deciding whether to approve a Business Combination. These interests include, among other
things:
| ● |
If
the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination
is not consummated by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest will cease
all operations except for the purpose of winding up, redeeming 100% of the outstanding AlphaVest Public Shares for cash and, subject
to the approval of its remaining shareholders and the Board, dissolving and liquidating. In such event, the Founder Shares held by
the Sponsor and AlphaVest’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to
the IPO, or approximately $0.014 per share, would be worthless because the holders are not entitled to participate in any redemption
or distribution with respect to such shares. Such shares had an aggregate market value of $[●] based upon the closing price
of $[●] per share on Nasdaq on the Record Date. |
| ● |
Simultaneously
with the closing of the IPO, the Company completed the sale of 365,000 Private Units to the Sponsor, and 25,000 Private Units to
EBC at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,900,000. On December 29, 2022,
EarlyBirdCapital, Inc. exercised the Overallotment to purchase an additional 900,000 Units at a public offering price of $10.00 per
Unit, generating additional gross proceeds to the Company of $9,000,000. Simultaneously with the closing of the Overallotment, the
Company completed the private sale of an additional 37,904 Private Units to the Sponsor and the private sale of an additional 2,596
Private Units to EBC, each at a purchase price of $10.00 per Private Unit, generating additional gross proceeds to the Company of
$405,000. The Private Placement Units and Ordinary Shares underlying the Private Placement Units will become worthless if AlphaVest
does not consummate a business combination by the Termination Date or such later date that may be approved by AlphaVest shareholders
in accordance with the Existing Charter. |
| ● |
The
Sponsor and AlphaVest’s directors and officers paid significantly less for their Founder Shares than other Public Shareholders
paid for their Public Shares purchased in the IPO or shares purchased in the open market thereafter. Even if the trading price of
the Ordinary Shares were as low as $[●] per share, the aggregate market value of the Founder Shares alone would be approximately
equal to the initial investment in the Company by the Sponsor and AlphaVest’s officers and directors. As a result, if a Business
Combination is completed, the Sponsor, officers and directors are likely to be able to make a substantial profit on their investment
in us even at a time when the Ordinary Shares have lost significant value. On the other hand, if the Articles Amendment Proposal
and the Trust Agreement Amendment Proposal are not approved and the Company liquidates without completing its Business Combination
before the Termination Date, the Sponsor, officers and directors will lose their entire investment in us. |
| ● |
Our
Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount
of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per public share held in the Trust
Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net
of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who
executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the
underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. |
| ● |
The
Existing Charter contains a waiver of the corporate opportunity doctrine, and there could have been Business Combination targets
that have been appropriate for a combination with AlphaVest but were not offered due to an AlphaVest director’s duties to another
entity. AlphaVest does not believe that the waiver of the corporate opportunity doctrine in its Existing Charter interfered with
its ability to identify an acquisition target. |
Additionally,
if the Articles Amendment Proposal and the Trust Agreement Amendment Proposal are approved and AlphaVest consummates an
initial Business Combination, the officers and directors of AlphaVest may have additional interests as described in the Proxy Statement/prospectus
for such transaction.
PROPOSAL
NO. 1—THE ARTICLES AMENDMENT PROPOSAL
Overview
AlphaVest
is a blank check company incorporated under the laws of the Cayman Islands on January 14, 2022, for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without
limitation as to business, industry or sector. AlphaVest has reviewed, and continues to review, a number of opportunities to enter into
a Business Combination, but we are not able to determine at this time whether we will complete a Business Combination with any of the
target businesses that we have reviewed or with any other target business. We also have neither engaged in any operations nor generated
any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act
because we have no operations and nominal assets consisting almost entirely of cash.
On
December 22, 2022, AlphaVest consummated its IPO of 6,000,000 Units. Each Unit consists of one Ordinary Share, par value $0.0001 per
share, and one Public Right, with each Public Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the
completion of an initial Business Combination, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $60,000,000. On December 29, 2022, EBC exercised its over-allotment option, to purchase an additional 900,000 Units
at a public offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $9,000,000.
Simultaneously
with the closing of the IPO, the Company completed the sale of 365,000 private units to the Sponsor, and 25,000 private units to EBC
(collectively, the “Private Units”) at a purchase price of $10.00 per Private Unit, generating gross proceeds to the
Company of $3,900,000. Simultaneously with the closing of the Overallotment, the Company completed the private sale of an additional
37,904 Private Units to the Sponsor and the private sale of an additional 2,596 Private Units to EBC, each at a purchase price of $10.00
per Private Unit, generating additional gross proceeds to the Company of $405,000. Transaction costs amounted to $3,734,629 consisting
of $1,725,000 of underwriting fees, $629,929 of other offering costs.
Like
most blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public Shares
sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date.
AlphaVest
is proposing to amend its Existing Charter to give the Company the right to extend the Combination Period from December 22, 2024 up to
nine (9) times each by an additional one (1) month for a total of up to nine (9) months after the Termination Date (i.e., a total
of up to thirty-three (33) months after the consummation of its IPO), to September 22, 2025 by depositing into the Trust Account,
for each Extension, the Extension Payment after giving effect to the Redemption. A copy of the proposed amendment to the Second
Amended and Restated Memorandum and Articles of Association of AlphaVest is attached to this Proxy Statement as part of Annex A.
Proposed
Business Combination
On
August 16, 2024, AlphaVest entered into a business combination agreement (the “AMC Business Combination Agreement”)
with AV Merger Sub, a Washington corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and
AMC Corporation, a Washington corporation (“AMC”).
Pursuant
to the terms of the AMC Business Combination Agreement, a business combination between the Company and AMC will be effected through the
merger of Merger Sub with and into AMC, with AMC surviving the merger as a wholly owned subsidiary of the Company.
Reasons
for the Articles Amendment Proposal
The
Existing Charter currently provides that AlphaVest has until the Termination Date to complete an initial Business Combination. AlphaVest
and its officers and directors agreed that they would not seek to amend the Existing Charter to allow for a longer period of time to
complete a Business Combination unless AlphaVest provided holders of its Public Shares with the right to seek redemption of their Public
Shares in connection therewith. The Board has determined that it is in the best interests of AlphaVest to seek an extension of the Termination
Date and have AlphaVest shareholders approve the Articles Amendment Proposal to allow for additional time to consummate a Business
Combination. The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination.
Given AlphaVest’s commitment of time, effort and financial resources to date with respect to a Business Combination, circumstances
warrant providing Public Shareholders with additional time and opportunity to consider a prospective Business Combination. However, even
if the Articles Amendment Proposal is approved and the Extension and, Extension Amendment
are implemented, there is no assurance that AlphaVest will be able to consummate a Business Combination by the last Extended Date, September
22, 2025, given the actions that must occur prior to closing of a Business Combination.
Pursuant to the Existing
Charter and the Trust Agreement, if the Board anticipates that the Company may not be able to consummate a business combination within
12 months of the closing of the IPO, we may, by resolution of the Board, at the request of our sponsor, AlphaVest Holding LP, extend
the period of time to consummate a business combination up to six (6) times, each by an additional three months, subject to sponsor depositing
additional funds into the Trust Account. If the Articles Amendment Proposal is approved, we may, by resolution of the Board,
at the request of our Sponsor, avail ourselves of nine (9) additional one-month extension periods to consummate the Business Combination,
subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination
deadline, depositing additional funds into the Trust Account for each such one-month extension, on or prior to the date of the
applicable Business Combination deadline. In the event that our Sponsor elects to extend the time to complete a Business Combination,
pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing,
unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable
to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice
from our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect an Extension, we intend
to issue a press release announcing such Extension at least three days prior to the applicable Business Combination deadline. In addition,
we intend to issue a press release the day after the applicable Business Combination deadline announcing whether or not the funds had
been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for
us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide
to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required.
If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10
business days thereafter, redeem 100% of our Public Shares for a pro rata portion of the funds held in the Trust Account, including a
pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less
up to $100,000 of interests to pay dissolution expenses), and then seek to dissolve and liquidate. However, we may not be able to distribute
such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our
dissolution and liquidation, the rights will expire and be worthless.
The
Articles Amendment Proposal is essential to allowing AlphaVest additional time to consummate a Business Combination in the event
a Business Combination is for any reason not completed on or before the Termination Date. Approval of the non-interest Amendment
Proposal is a condition to the implementation of the Extension and Extension Amendment. Unless the Redemption Limitation Amendment
is implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount that would cause our net tangible
assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Articles
Amendment Proposal is approved, AlphaVest may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the
Existing Charter and may liquidate on the Termination Date.
We are also proposing
to amend our Existing Charter to eliminate from the Existing Charter the Redemption Limitation in order to allow the Company to redeem
public shares irrespective of whether such redemption would exceed the Redemption Limitation.
Our board
believes the opportunity to consummate a business combination is in the best interests of the Company and its shareholders. The
purpose of such limitation was initially to ensure that, in connection with the Company’s initial Business Combination, the
Company would continue, as we have since our IPO, to be not subject to the “penny stock” rules of the SEC, and therefore
not a “blank check company” as defined under Rule 419 of the Securities Act because it complied with
Rule 3a51-1(g)(1) (the “NTA Rule”). The NTA Rule is one of several exclusions from the “penny
stock” rules of the SEC and we believe that we may rely on another exclusion, which relates to the Company being listed on
Nasdaq (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, the Company believes that the Redemption
Limitation is not needed, and intends to rely on the Exchange Rule to not be deemed a penny stock issuer.
If
the Articles Amendment Proposal is Not Approved
The
approval of the non-interest Amendment Proposal is essential to the implementation of our Board’s plan to extend the date
by which we must consummate our initial Business Combination. Therefore, our Board will abandon and not implement the Extension and Extension
Amendment unless our shareholders approve the non-interest Amendment Proposal and the other conditions to implementing the Extension
and Extension Amendment are satisfied or waived. If the non-interest Amendment Proposal is not approved and a Business Combination
is not consummated by the Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest shall (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law.
The
initial shareholders have waived their rights to participate in any liquidation distribution with respect to the 1,850,000 Founder
Shares held by them. There will be no distribution from the Trust Account with respect to AlphaVest’s rights, which will expire
worthless in the event AlphaVest dissolves and liquidates the Trust Account.
If the Redemption
Limitation Amendment is not implemented and there are significant requests for redemption such that the Company’s net tangible
assets would be less than $5,000,001 upon the consummation of a business combination, the Existing Charter would prevent the Company
from being able to consummate the business combination even if all other conditions to closing are met.
If the Redemption
Limitation Amendment is not implemented, we will not redeem public shares to the extent that accepting all properly submitted redemption
requests would exceed the Redemption Limitation. In the event that the Redemption Limitation Amendment is not implemented and we receive
notice of redemptions of public shares approaching or in excess of the Redemption Limitation, we and/or our Sponsor may take action to
increase our net tangible assets to avoid exceeding the Redemption Limitation.
If
the Articles Amendment Proposal is Approved
If
the Articles Amendment Proposal is approved, the amendment to AlphaVest’s Second Amended and Restated Memorandum and Articles
of Association, in substantially the form that appears in Annex A hereto, will be adopted with immediate effect and AlphaVest
will proceed to file the amendment to Second Amended and Restated Memorandum and Articles of Association, together with other necessary
documents, with the Cayman Islands Registrar of Companies. The Company’s amendment to the Second Amended and Restated Memorandum
and Articles of Association gives the Company the right to extend the Combination Period from December 22, 2024 up to nine (9) times
each by an additional one (1) month for a total of up to nine (9) months after the Termination Date (i.e., a total of up to thirty-three
(33) months after the consummation of its IPO) up to September 22, 2025. AlphaVest will then continue to attempt to consummate a
Business Combination until the last Extended Date, September 22, 2025. AlphaVest will remain a reporting company under the Exchange Act
and its Units, Public Shares and Public Rights will remain publicly traded during this time.
You
are not being asked to vote on a Business Combination at the Extraordinary General Meeting. If the Extension is implemented and you do
not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination,
you will retain the right to vote on a Business Combination when it is submitted to shareholders and the right to redeem your Public
Shares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination by the
last Extended Date, September 22, 2025. If AlphaVest enters into a definitive agreement with a target to consummate a Business Combination,
the vote by AlphaVest shareholders to approve such Business Combination will occur at a separate meeting of AlphaVest shareholders, to
be held at a later date, and the solicitation of proxies from AlphaVest shareholders in connection with such separate meeting, and the
related right of AlphaVest shareholders to redeem in connection with such Business Combination (which is a separate right to redeem in
addition to the right to redeem in connection with the Articles Amendment Proposal), will be the subject of a separate Proxy Statement/prospectus.
If you want to ensure your Public Shares are redeemed in the event the Articles Amendment Proposal is implemented, you should
elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.
Redemption
Rights
In
connection with the Articles Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension,
Extension Amendment and the Redemption Limitation Amendment, each Public Shareholder may seek to redeem all or a portion of its
Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid.
If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. Unless
the Redemption Limitation Amendment is implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an
amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding
the foregoing, even if the Articles Amendment Proposal is approved, AlphaVest may nevertheless choose not to hold the Extraordinary
General Meeting or not to amend the Existing Charter or the Trust Agreement and may liquidate on the Termination Date.
Notwithstanding
the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any
other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the
Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares,
without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem
more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Please
see the section titled “Extraordinary General Meeting—Redemption Rights” for more information on how to exercise
your redemption rights.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS EXERCISING
REDEMPTION
RIGHTS
The
following is a discussion of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that elect
to have their Public Shares redeemed for cash if the Articles Amendment Proposal is approved. This discussion applies only to
Public Shares that are held as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion
does not describe all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances
or status, including:
| |
● |
the
Sponsor or our directors and officers; |
| |
● |
financial
institutions or financial services entities; |
| |
● |
taxpayers
that are subject to the mark-to-market method of accounting; |
| |
● |
governments
or agencies or instrumentalities thereof; |
| |
● |
regulated
investment companies or real estate investment trusts; |
| |
● |
expatriates
or former long-term residents of the United States; |
| |
● |
persons
that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes
of our shares; |
| |
● |
persons
that acquired Public Shares pursuant to an exercise of employee share options or upon payout of a restricted share unit, in connection
with employee share incentive plans or otherwise as compensation or in connection with the performance of services; |
| |
● |
persons
that hold Public Shares as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; |
| |
● |
persons
whose functional currency is not the U.S. dollar; |
| |
● |
controlled
foreign corporations; or |
| |
● |
passive
foreign investment companies. |
This
discussion is based on the Internal Revenue Code of 1986 (the “Code”), proposed, temporary and final Treasury Regulations
promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing
is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion
does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative
minimum tax or the Medicare tax on net investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.
We
have not and do not intend to seek any rulings from the Internal Revenue Service (the “IRS”) regarding the exercise
of redemption rights. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below
or that any such positions would not be sustained by a court.
This
discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through
such entities. If a partnership (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds Public Shares,
the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the
partner and the activities of the partnership. Partnerships holding any Public Shares and persons that are treated as partners of such
partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of an exercise of redemption
rights to them.
EACH
HOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF AN EXERCISE OF REDEMPTION RIGHTS,
INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
As
used herein, a “U.S. Holder” is a beneficial owner of Public Shares who or that is, for U.S. federal income tax purposes:
| |
● |
a
citizen or individual resident of the United States; |
| |
● |
a
corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized
(or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia; |
| |
● |
an
estate whose income is subject to U.S. federal income tax regardless of its source; or |
| |
● |
a
trust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have
the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S.
person. |
Redemption
of Public Shares
In
addition to the PFIC considerations discussed below under “— PFIC Considerations,” the U.S. federal income tax
consequences of the redemption of a U.S. Holder’s Public Shares pursuant to an exercise of redemption rights will depend on whether
the redemption qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution under Section
301 of the Code.
If
the redemption qualifies as a sale of Public Shares, a U.S. Holder will be treated as described below under the section entitled “—
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.” If the redemption does not qualify
as a sale of Public Shares, a U.S. Holder will be treated as receiving a distribution with the tax consequences described below under
the section entitled “— Taxation of Distributions.”
The
redemption of Public Shares will generally qualify as a sale of the Public Shares that are redeemed if such redemption (i) is “substantially
disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S.
Holder’s interest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests
are explained more fully below.
For
purposes of such tests, a U.S. Holder takes into account not only ordinary shares actually owned by such U.S. Holder, but also ordinary
shares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to ordinary shares
owned directly, ordinary shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have
an interest in such U.S. Holder, as well as any ordinary shares such U.S. Holder has a right to acquire by exercise of an option.
The
redemption of ordinary shares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder
if the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owns immediately
after the redemption is less than 80% of the percentage of the respective entity’s outstanding voting shares that such U.S. Holder
actually or constructively owned immediately before the redemption. Prior to an initial business combination, the Public Shares may not
be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There
will be a complete termination of such U.S. Holder’s interest if either (i) all of the ordinary shares actually or constructively
owned by such U.S. Holder are redeemed or (ii) all of the ordinary shares actually owned by such U.S. Holder are redeemed and such U.S.
Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of ordinary shares owned by certain
family members and such U.S. Holder does not constructively own any other ordinary shares. The redemption of Public Shares will not be
essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate
interest in the respective entity. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s proportionate
interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even
a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control
over corporate affairs may constitute such a “meaningful reduction.”
If
none of the foregoing tests is satisfied, then the redemption of Public Shares will be treated as a distribution to the redeeming holder
and the tax effects to such U.S. Holder will be as described below under the section entitled “— Taxation of Distributions.”
After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Public Shares will be added to such
holder’s adjusted tax basis in its remaining shares. If there are no remaining shares, a U.S. Holder should consult its tax adviser
as to the allocation of remaining basis.
U.S.
Holders should consult their tax advisors as to the tax consequences of a redemption, including any special reporting requirements.
Taxation
of Distributions.
Subject
to the PFIC rules discussed below under “— PFIC Considerations,” if the redemption of a U.S. Holder’s
Public Shares is treated as a distribution, as discussed above, such distribution will generally be treated as a dividend for U.S. federal
income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income
tax principles. Such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received
deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect
to non-corporate U.S. Holders, dividends will generally be taxed at preferential long-term capital gains rates only if (i) Public Shares
are readily tradable on an established securities market in the United States or (ii) Public Shares are eligible for the benefits of
an applicable income tax treaty, in each case provided that the Company is not treated as a PFIC in the taxable year in which the dividend
was paid or in any previous year and certain holding period and other requirements are met. Because we believe it is likely that we were
a PFIC for our prior taxable year ended December 31, 2023, it is likely that the lower applicable long-term capital gains rate would
not apply to any redemption proceeds treated as a distribution. Moreover, it is unclear whether redemption rights with respect to the
Public Shares may prevent the holding period of such shares from commencing prior to the termination of such rights. U.S. Holders should
consult their tax advisors regarding the availability of the lower rate for any redemption treated as a dividend with respect to Public
Shares.
Distributions
in excess of our current and accumulated earnings and profits will generally constitute a return of capital that will be applied against
and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Public Shares. Any remaining excess will be treated
as gain realized on the sale or other disposition of the Public Shares and will be treated as described below under the section entitled
“— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.”
Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares.
Subject
to the PFIC rules discussed below under “— PFIC Considerations,” if the redemption of a U.S. Holder’s
Public Shares is treated as a sale or other taxable disposition, as discussed above, a U.S. Holder will generally recognize capital gain
or loss in an amount equal to the difference between (i) the amount realized and (ii) the U.S. Holder’s adjusted tax basis in the
Public Shares redeemed.
Under
tax law currently in effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income
tax at a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding
period for the ordinary shares exceeds one year at the time of disposition. However, it is unclear whether the redemption rights with
respect to the Public Shares described in this proxy statement may prevent the holding period of the Public Shares from commencing prior
to the termination of such rights. The deductibility of capital losses is subject to various limitations. U.S. Holders who hold different
blocks of Public Shares (Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisors
to determine how the above rules apply to them.
PFIC
Considerations
A
foreign corporation will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes if
at least 75% of its gross income in a taxable year is passive income. Alternatively, a foreign corporation will be a PFIC if at least
50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly
over the year, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents
and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and net gains from the disposition
of passive assets.
Because
we are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset or income
test for our current taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable
year the corporation has gross income (the “start-up year”), if (i) no predecessor of the corporation was a PFIC; (ii) the
corporation satisfies the IRS that it will not be a PFIC for either of the two taxable years following the start-up year; and (iii) the
corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us is uncertain and will
not be known until after the close of our current taxable year (or possibly not until after the close of the first two taxable years
following our start-up year, as described under the start-up exception). After the acquisition of a company or assets in a business combination,
we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as
well as the passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, then
we will likely not qualify for the start-up exception and will be a PFIC for our current taxable year. Our actual PFIC status for our
current taxable year or any subsequent taxable year, however, will not be determinable until after the end of such taxable year. Accordingly,
there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year.
If
we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder and
the U.S. Holder did not make a timely and effective “qualified election fund” election (a “QEF Election”)
for each of our taxable years as a PFIC in which the U.S. Holder held Public Shares, a QEF Election along with a purging election, or
a “mark-to-market” election, then such holder will generally be subject to special rules (the “Default PFIC Regime”)
with respect to:
| ● |
any
gain recognized by the U.S. Holder on the sale or other disposition of its Public Shares; and |
| ● |
any
“excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year
of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of its
ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period
for such ordinary shares). |
Under
the Default PFIC Regime:
| ● |
the
U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for its Public
Shares; |
| ● |
the
amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess
distribution, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which
we are a PFIC, will be taxed as ordinary income; |
| ● |
the
amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s
holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
| ● |
an
additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect
of the tax attributable to each such other taxable year of such U.S. Holder. |
THE
PFIC RULES ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT
THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES TO THE REDEMPTION OF PUBLIC SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER
A QEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF MAKING
OR HAVING MADE ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.
Information
Reporting and Backup Withholding
Payments
of cash to a U.S. Holder as a result of the redemption of Public Shares may be subject to information reporting to the IRS and possible
U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification
number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.
Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal
income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules
by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
Vote
Required for Approval
The
approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote
of the holders of two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or
represented by proxy at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Failure to vote in person
(including virtually) or by proxy at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect
on the outcome of any vote on the Articles Amendment Proposal.
On
the Record Date, the Sponsor, AlphaVest’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of 1,850,000 Founder Shares held by the Sponsor and the officers and directors of AlphaVest,
representing approximately 26.4% of AlphaVest’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, the Company will need 2,820,886 Public Shares, or 54.71% of the outstanding
Public Shares, to vote in favor of the Articles Amendment Proposal to approve such proposal.
Our
Board will abandon and not implement the Extension Amendment unless our shareholders approve the Articles Amendment Proposal and
the Trust Agreement Amendment Proposal. Unless the Redemption Limitation Amendment is implemented pursuant to the Existing
Charter, AlphaVest may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which
condition may not be waived by the Board. Notwithstanding the foregoing, even if the Articles Amendment Proposal and the
Trust Agreement Amendment Proposal are approved, AlphaVest may nevertheless choose not to hold the Extraordinary General Meeting or not
to amend the Existing Charter or the Trust Agreement and may liquidate on the Termination Date.
Full
Text of Resolution
RESOLVED
as a special resolution, that the amendment to AlphaVest’s Second Amended and Restated Memorandum and Articles of Association,
as adopted by special resolution passed on December 21, 2023 (the “Existing Charter”) in the form set forth in Annex
A to the Proxy Statement, which reflects:
| (i) | the
extension of the date by which the Company must consummate a business combination (the “Combination
Period”) up to nine (9) times from December 22, 2024 (the “Termination
Date”) to September 22, 2025, each by an additional one (1) month (each, an “Extension”)
for a total of up to nine (9) months after the Termination Date (i.e., a total of up to thirty-three
(33) months after the consummation of its initial public offering (the “IPO”)),
assuming a Business Combination (as defined below) has not occurred. The end date of each
Extension shall be referred to herein as the “Extended Date” (the “Extension
Amendment”); and |
| | | |
| (ii) | the
deletion of the limitation (the “Redemption Limitation”) that the Company
shall not redeem public shares to the extent that such redemption would cause the Company’s
net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”).
The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective
of whether such redemption would exceed the Redemption Limitation, be adopted with immediate effect. |
Recommendation
of the Board
THE
BOARD RECOMMENDS THAT ALPHAVEST SHAREHOLDERS VOTE “FOR”
THE
ARTICLES AMENDMENT PROPOSAL.
Our
Board expresses no opinion as to whether you should redeem your Public Shares.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals. See the section entitled “Extraordinary General Meeting of AlphaVest—Interests of the Initial Shareholders”
for a further discussion.
PROPOSAL
NO. 2—THE TRUST AGREEMENT AMENDMENT PROPOSAL
Overview
AlphaVest
is a blank check company incorporated under the laws of the Cayman Islands on January 14, 2022, for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without
limitation as to business, industry or sector. AlphaVest has reviewed, and continues to review, a number of opportunities to enter into
a Business Combination, but we are not able to determine at this time whether we will complete a Business Combination with any of the
target businesses that we have reviewed or with any other target business. We also have neither engaged in any operations nor generated
any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act
because we have no operations and nominal assets consisting almost entirely of cash.
On
December 22, 2022, AlphaVest consummated its IPO of 6,000,000 Units. Each Unit consists of one Ordinary Share, par value $0.0001 per
share, and one Public Right, with each Public Right entitling the holder thereof to receive one-tenth of one Ordinary Share upon the
completion of an initial Business Combination, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $60,000,000. On December 29, 2022, EBC exercised its over-allotment option, to purchase an additional 900,000 Units
at a public offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $9,000,000.
Simultaneously
with the closing of the IPO, the Company completed the sale of 365,000 Private Units to the Sponsor, and 25,000 Private Units to EBC
at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $3,900,000. Simultaneously with the closing
of the Overallotment, the Company completed the private sale of an additional 37,904 Private Units to the Sponsor and the private sale
of an additional 2,596 Private Units to EBC, each at a purchase price of $10.00 per Private Unit, generating additional gross proceeds
to the Company of $405,000. Transaction costs amounted to $3,734,629 consisting of $1,725,000 of underwriting fees, $629,929 of other
offering costs.
Like
most blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public Shares
sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date.
AlphaVest
is proposing to amend its Trust Agreement to allow the Company to extend the Termination Date up to nine (9) times for an additional
one (1) month each time from the Termination Date or the Extended Date, as applicable, to September 22, 2025 by providing five days’
advance notice to the Trustee prior to the applicable Termination Date or Extended Date, as applicable, and by depositing into the Trust
Account, for each one-month extension, the Extension Payment after giving effect to the Redemption. A copy of the proposed amendment
to the Trust Agreement is attached to this Proxy Statement as part of Annex B.
Proposed
Business Combination
On
August 16, 2024, AlphaVest entered into a business combination agreement with, Merger Sub and AMC. Pursuant to the terms of the AMC
Business Combination Agreement, a business combination between the Company and AMC will be effected through the merger of Merger Sub
with and into AMC, with AMC surviving the merger as a wholly owned subsidiary of the Company.
Reasons
for the Trust Agreement Amendment Proposal
The
Trust Agreement currently provides that AlphaVest has until the Termination Date to complete an initial Business Combination. The Board
has determined that it is in the best interests of AlphaVest to seek an extension of the Termination Date and have AlphaVest shareholders
approve the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination. The Board believes
that the current Termination Date will not provide sufficient time to complete a Business Combination. Given AlphaVest’s commitment
of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing
Public Shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the Trust Agreement
Amendment Proposal is approved and the Trust Agreement Amendment is implemented, there is no assurance that AlphaVest will be able to
consummate a Business Combination by the last Extended Date, September 22, 2025 given the actions that must occur prior to closing of
a Business Combination.
Pursuant
to the Existing Charter and Trust Agreement, we may if the Board anticipates that the Company may not be able to consummate a business
combination within 12 months of the closing of the IPO, we may, by resolution of the Board, at the request of our Sponsor, extend the
period of time to consummate a business combination up to six (6) times, each by an additional three months, subject to sponsor depositing
into the Trust Account additional funds. If the Articles Amendment Proposal is approved, we may, by resolution of the Board,
at the request of our Sponsor, avail ourselves of nine (9) additional one-month extension periods to consummate the Business Combination,
subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination
deadline, depositing additional funds into the Trust Account for each such one-month extension, on or prior to the date
of the applicable Business Combination deadline. In the event that our Sponsor elects to extend the time to complete a Business Combination,
pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing,
unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable
to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice
from our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect an Extension, we intend
to issue a press release announcing such Extension at least three days prior to the applicable Business Combination deadline. In addition,
we intend to issue a press release the day after the applicable Business Combination deadline announcing whether or not the funds had
been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for
us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide
to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required.
If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10
business days thereafter, redeem 100% of our Public Shares for a pro rata portion of the funds held in the Trust Account, including a
pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less
up to $100,000 of interests to pay dissolution expenses), and then seek to dissolve and liquidate. However, we may not be able to distribute
such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our
dissolution and liquidation, the rights will expire and be worthless.
The
Trust Agreement Amendment Proposal is essential to allowing AlphaVest additional time to consummate a Business Combination in the
event a Business Combination is for any reason not completed on or before the Termination Date. Approval of the Trust Agreement
Amendment Proposal is a condition to the implementation of the Trust Agreement Amendment. Unless the Redemption Limitation
Amendment is implemented, pursuant to the Existing Charter, AlphaVest may not redeem Public Shares in an amount that would cause our net
tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if
the Trust Agreement Amendment Proposal is approved, AlphaVest may nevertheless choose not to hold the Extraordinary General Meeting
or not to amend the Trust Agreement and may liquidate on the Termination Date.
If
the Trust Agreement Amendment Proposal is Not Approved
The
approval of the Trust Agreement Amendment Proposal is essential to the implementation of our Board’s plan to extend the date by
which we must consummate our initial Business Combination. Therefore, our Board will abandon and not implement the Trust Agreement Amendment
unless our shareholders approve the Trust Agreement Amendment Proposal and the other conditions to implementing the Trust Agreement Amendment
are satisfied or waived. If the Trust Agreement Amendment Proposal is not approved and a Business Combination is not consummated by the
Termination Date, or such later date that may be approved by AlphaVest shareholders, AlphaVest (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on
the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve
and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law.
The
initial shareholders have waived their rights to participate in any liquidation distribution with respect to the 1,850,000 Founder Shares
held by them. There will be no distribution from the Trust Account with respect to AlphaVest’s rights, which will expire worthless
in the event AlphaVest dissolves and liquidates the Trust Account.
If
the Trust Agreement Amendment Proposal is Approved
If
the Trust Agreement Amendment Proposal is approved, the Company will then continue to attempt to consummate a business combination until
the applicable Termination Date or until the Board determines in its sole discretion that it will not be able to consummate an initial
business combination by the applicable Termination Date as described below and does not wish to seek an additional extension.
You
are not being asked to vote on a Business Combination at the Extraordinary General Meeting. If the Extension is implemented and you do
not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination,
you will retain the right to vote on a Business Combination when it is submitted to shareholders and the right to redeem your Public
Shares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination by the
last Extended Date, September 22, 2025. If AlphaVest enters into a definitive agreement with a target to consummate a Business Combination,
the vote by AlphaVest shareholders to approve such Business Combination will occur at a separate meeting of AlphaVest shareholders, to
be held at a later date, and the solicitation of proxies from AlphaVest shareholders in connection with such separate meeting, and the
related right of AlphaVest shareholders to redeem in connection with such Business Combination (which is a separate right to redeem in
addition to the right to redeem in connection with the Trust Agreement Amendment Proposal), will be the subject of a separate Proxy Statement/prospectus.
If you want to ensure your Public Shares are redeemed in the event the Trust Agreement Amendment Proposal is implemented, you should
elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.
Vote
Required for Approval
Approval
of the Trust Agreement Amendment Proposal requires pursuant to the Trust Agreement, the affirmative vote of at least sixty-five percent
(65%) of the then outstanding Ordinary Shares. Failure to vote in person (including virtually) or by proxy at the Extraordinary General
Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Trust Agreement Amendment
Proposal.
On
the Record Date, the Sponsor, AlphaVest’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of 1,850,000 Founder Shares held by the Sponsor and the officers and directors of AlphaVest,
representing approximately 26.4% of AlphaVest’s issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary
Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,704,114 Public
Shares or 52.44% of the Public Shares to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.
Our
Board will abandon and not implement the Trust Agreement Amendment unless our shareholders approve the Trust Agreement Amendment Proposal
and the Articles Amendment. Unless the Redemption Limitation Amendment is implemented, pursuant to the Existing
Charter, AlphaVest may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which
condition may not be waived by the Board. Notwithstanding the foregoing, even if the Trust Agreement Amendment Proposal is approved,
AlphaVest may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Trust Agreement and may liquidate
on the Termination Date.
Full
Text of Resolution
“RESOLVED
that the AlphaVest’s investment management
trust agreement, dated as of December 19, 2022 (as amended, the “Trust Agreement”), by and between the Company and
Continental Stock Transfer & Trust Company (the “Trustee”) be amended to allow the Company to extend the Termination
Date from December 22, 2024 up to nine (9) times for an additional one (1) month each time up to September 22, 2025 (i.e., for a period
of time ending up to 33 months after the consummation of its initial public offering) by providing five days advance notice to the Trustee
prior to the applicable Termination Date and depositing into the trust account (the “Trust Account”), for each one-month
extension, $55,000 per one-month extension two (2) days after giving effect to the Redemption (the “Extension Payment”)
until September 22, 2025 pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying Proxy Statement.”
Recommendation
of the Board
THE
BOARD RECOMMENDS THAT ALPHAVEST SHAREHOLDERS VOTE “FOR”
THE
TRUST AGREEMENT AMENDMENT PROPOSAL.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals. See the section entitled “Extraordinary General Meeting of AlphaVest—Interests of the Initial Shareholders”
for a further discussion.
PROPOSAL
NO. 3—THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit
further solicitation of proxies, or to provide additional time to effectuate the Extension, Trust Agreement Amendment, Extension
Amendment and the Redemption Limitation Amendment. The Adjournment Proposal will only be presented to AlphaVest shareholders in
the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the
Articles Amendment Proposal or the Trust Agreement Amendment Proposal or in the event that the Board determines that additional
time is necessary to effectuate the Extension, Trust Agreement Amendment, Extension Amendment and the Redemption Limitation
Amendment.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by AlphaVest shareholders, the Board may not be able to adjourn the Extraordinary General Meeting
to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting
to approve the Articles Amendment Proposal or the Trust Agreement Amendment Proposal.
Vote
Required for Approval
Approval
of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy
at the Extraordinary General Meeting or any adjournment thereof, vote on such matter. Failure to vote in person (including virtually)
or by proxy at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any
vote on the Adjournment Proposal.
On
the Record Date, the Sponsor, AlphaVest’s directors, officers and its initial shareholders and their respective affiliates beneficially
owned and were entitled to vote an aggregate of 1,850,000 Founder Shares held by the Sponsor and the officers and directors of AlphaVest,
representing approximately 26.4% of AlphaVest’s issued and outstanding Ordinary Shares. Accordingly, assuming all of outstanding
Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 1,653,166
or 32.01% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal
will only be put forth for a vote if there are not sufficient votes to approve the Articles Amendment Proposal or the Trust
Agreement Amendment Proposal at the Extraordinary General Meeting.
Full
Text of Resolution
“RESOLVED
as an ordinary resolution that the Extraordinary
General Meeting be adjourned to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based
upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Articles
Amendment Proposal OR the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension, Trust
Agreement Amendment, Extension Amendment and the Redemption Limitation Amendment.”
Recommendation
of the Board
THE
BOARD RECOMMENDS THAT ALPHAVEST SHAREHOLDERS VOTE “FOR”
THE
APPROVAL OF THE ADJOURNMENT PROPOSAL.
The
existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or
more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders
and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for
the proposals. See the section entitled “Extraordinary General Meeting of AlphaVest—Interests of the Initial Shareholders”
for a further discussion.
RISK
FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed
with the SEC on April 16, 2024, and in other reports AlphaVest filed with the SEC, including AlphaVest’s Quarterly Reports on Form
10-Q for the periods ended March 31, 2024, filed with the SEC on May 20, 2024, June 30, 2024, filed with the SEC on August 19, 2024,
and September 30, 2024, filed with the SEC on November [ ], 2024, and in other reports we file with the SEC before making a decision
to vote on the proposals described in this Proxy Statement or to redeem or continue to hold your Public Shares. Furthermore, if any of
the following events occur, our business, financial condition and operating results may be materially adversely affected or we could
face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business,
financial condition and operating results or result in our liquidation.
There
are no assurances that the Extension Amendment, the Trust Agreement Amendment, the Redemption Limitation Amendment and Extensions
will enable us to complete an initial Business Combination.
Approving
the Extension Amendment, the Trust Agreement Amendment, the Redemption Limitation Amendment and Extension involves a number of
risks. Even if the Extension Amendment, the Trust Agreement Amendment, the Redemption Limitation Amendment and Extensions are
implemented, the Company can provide no assurances that an initial Business Combination will be consummated prior to the expiration
of the last Extended Date, September 22, 2025. Our ability to consummate an initial Business Combination is dependent on a variety of
factors, many of which are beyond our control. If the Articles Amendment Proposal and the Trust Agreement Amendment Proposal
are approved and the other conditions to implementing the Extension, Trust Agreement Amendment, Redemption Limitation Amendment
and Extension Amendment are satisfied or waived, the Company expects to continue to work to consummate its initial Business Combination
and shareholder approval of such initial Business Combination. We are required to offer shareholders the opportunity to redeem shares
in connection with the Articles Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection
with any shareholder vote to approve an initial Business Combination. Even if the Extension, Extension Amendment, or initial Business
Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate an initial
Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection
with the Extension, Extension Amendment, and an initial Business Combination vote could exacerbate these risks. Other than in connection
with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares
on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose
of our shares at favorable prices, or at all.
The
SEC has recently adopted new rules relating to certain activities of SPACs. Certain of the procedures that we, a potential Business Combination
target or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete
our initial Business Combination and may constrain the circumstances under which we could complete an initial Business Combination. The
need for compliance with the SPAC Rules may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier
time than we might otherwise choose.
On
January 24, 2024, the SEC adopted new rules (the “SPAC Rules”), relating to disclosures in business combination transactions
between special purpose acquisition companies (“SPACs”), such as the Company, and private operating companies; the
condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC
filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business
combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940,
as amended (“Investment Company Act”). Certain of the procedures that the Company, a potential business combination
target, or others may determine to undertake in connection with the SPAC Rules, or pursuant to the SEC’s views expressed in the
SPAC Rules, may increase the costs and the time required to consummate a business combination, and may constrain the circumstances under
which the Company could complete a business combination.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate a Business Combination
and liquidate the Company.
As
described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a Business Combination.
Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing
that it has entered into an agreement with a target company for a Business Combination no later than 18 months after the effective date
of its registration statement for its initial public offering (the “IPO Registration Statement”). The Company would
then be required to complete a Business Combination no later than 24 months after the effective date of the IPO Registration Statement.
Because
the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company
Act to a SPAC, including a company like ours, where it has been less than 18 months since the effective date of its IPO Registration
Statement. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment
Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds
and may hinder our ability to complete the Business Combination and our activities would be severely restricted. In addition, we would
be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds. As a result, if we believe
we may be deemed to be an are deemed an investment company under the Investment Company Act, we may determine, in our discretion, to
liquidate the securities held in the Trust Account prior to the 18-month anniversary if we have not entered into an agreement with a
target company for a Business Combination prior to that time, or may determine in our discretion to otherwise due so prior to the 24-month
anniversary, and instead hold all funds in the Trust Account in cash or an interest-bearing bank deposit account, which may earn less
interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds.
This may mean that the amount of funds available for redemption would not increase, or would only minimally increase, thereby reducing
the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company. Alternatively, if we believe
we may be deemed to be an are deemed an investment company under the Investment Company Act, we may determine we may abandon our efforts
to consummate a Business Combination and instead liquidate the Company. If we are required to liquidate, you may lose all or part of
your investment in the Company and our investors would not be able to realize the benefits of owning shares in a successor operating
business, including the potential appreciation in the value of our shares and rights following such a transaction, and our rights would
expire and become worthless.
We
may not be able to complete our initial Business Combination of a foreign target if it becomes subject to review or approval by regulatory
authorities pursuant to certain U.S. or foreign laws or regulations.
Certain
acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign
laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond
the period of time that would permit an initial Business Combination to be consummated by us with any foreign target (including, but
not limited to, a Singapore target), we may not be able to consummate an initial Business Combination with such target.
For
example, among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning
more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition,
U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may
require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that
may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency
committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to
determine the effect of such transactions on the national security of the United States.
Outside
the United States, laws or regulations may affect our ability to consummate a Business Combination. Transactions with potential target
companies incorporated or having business operations in a jurisdiction where national security considerations, involvement in regulated
industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated.
U.S.
and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval
of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able
to consummate a Business Combination.
As
a result of these various restrictions, even though a Business Combination may be approved by the Board, a governmental or regulatory
body may intervene and prevent the transaction from occurring. Moreover, the process of government review, could be lengthy. Because
we currently only have a limited time to complete a Business Combination, our failure to obtain any required approvals within the requisite
time period may require us to liquidate. If we liquidate, our public stockholders may only receive $[●] per share, and our rights
will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing
future gains on your investment through any price appreciation in the combined company.
Our
ability to complete a business combination may be impacted by the fact that our Sponsor’s major shareholder, Pengfei Zheng, is
a non-U.S. person, and a majority of our officers and directors are located in or have significant ties to the People’s Republic
of China, including, Hong Kong, Taiwan and Macau. This may make us a less attractive partner to potential target companies outside the
PRC, thereby limiting our pool of acquisition candidates and making it harder for us to complete an initial business combination with
a non-China-based target company. For example, we may not be able to complete an initial business combination with a U.S. target company
since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity,
such as CFIUS or ultimately prohibited.
Our
Sponsor is currently controlled by Mr. Pengfei Zheng. In addition, a majority of our directors and officers are located in, or have significant
ties to, China, including Hong Kong, Taiwan and Macau. As a result, we may be a less attractive partner to potential target companies
outside the PRC, thereby limiting our pool of acquisition candidates. This would impact our search for a target company and make it harder
for us to complete an initial business combination with a non-China-based target company. For example, we may not be able to complete
an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment
regulations and review by a U.S. government entity. Certain federally licensed businesses in the United States, such as broadcasters
and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized
to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect
of such transactions on the national security of the United States. We may be considered a “foreign person” under such rules
and regulations and any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect
national security could be subject to such foreign ownership restrictions and/or CFIUS review.
The
scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include
certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA and subsequent implementing regulations that are now in force also subject certain categories of investments to
mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions,
we may be unable to consummate a business combination with such business.
In
addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing,
determine to submit a voluntary notice to CFIUS, or proceed with the initial business combination without notifying CFIUS and then bear
the risk of CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial
business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order
us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.
The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent
us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our stockholders.
As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be
adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership
issues.
Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we currently only have 24 months (or 33 months
if the Extension is implemented) to complete our initial business combination, our failure
to obtain any required approvals within the requisite time period may prevent us from completing the transaction and require us to liquidate.
If we liquidate, our Public Shareholders may only receive $[ ] per share initially, and our rights will expire worthless.
Our Public Shareholders may also lose the potential investment opportunity in a target company and the opportunity of realizing future
gains on such investments through any price appreciation in the combined company.
Nasdaq
may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
Our
units, Ordinary Shares, and rights are currently listed on Nasdaq, a national securities exchange. On September 13, 2024, AlphaVest received
a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of Nasdaq
notifying the Company that the Company is not in compliance with Listing Rule 5450(a)(2) (the “Minimum Public Holders Rule”),
which requires the Company to have at least 400 total holders for continued listing on The Nasdaq Global Market. An indicator will be
displayed with quotation information related to the Company’s securities on listingcenter.nasdaq.com and may be displayed by other
third-party providers of market data information, however, the Notice does not impact the listing of the Company’s securities on
Nasdaq at this time. On November 12, 2024, we received a confirmation from Nasdaq that our application to transfer our units,
Ordinary Shares and rights to the Nasdaq Capital Market was accepted and that our units, Ordinary Shares and rights will be listed on
Nasdaq beginning on November 14, 2024. With the transfer of our securities, we believe we are now in compliance with all Nasdaq rules.
We cannot assure you that our securities will continue to be listed on Nasdaq in the future prior to an initial business combination,
including following any shareholder redemptions in connection with certain amendments to the Articles. If the public shareholders exercise
redemption rights with respect to a large number of public shares in connection with the approval of the Extension Proposal and the implementation
of the Extension, our securities may no longer meet Nasdaq’s continued listing requirements and Nasdaq may delist our securities
from trading on its exchange.
We
expect that if our Ordinary Shares fail to meet Nasdaq’s continued listing requirements, our units and rights will also fail to
meet Nasdaq’s continued listing requirements for those securities. We cannot assure you that any of our Ordinary Shares, units,
or rights will be able to meet any of Nasdaq’s continued listing requirements following any shareholder redemptions of public shares
in connection with the approval of the charter amendment proposal and the implementation of the Extension. If Nasdaq delists any of our
securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect
such securities could be quoted on an over-the-counter market. However, if this were to occur, our shareholders and we could face significant
material adverse consequences, including:
| |
● |
limited
availability of market quotations for our securities; |
| |
● |
reduced
liquidity for our securities; |
| |
● |
a
determination that our Ordinary Shares are a “penny stock” which will require brokers trading in our Ordinary Shares
to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for
our securities; |
| |
● |
a
limited amount of news and analyst coverage; and |
| |
● |
a
decreased ability to issue additional securities or obtain additional financing in the future. |
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Because our units, Ordinary Shares, and rights
are currently listed on Nasdaq, our units, Ordinary Shares, and rights are covered securities under the statute. Although the states
are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there
is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities
in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued
by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and
might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further,
if we were no longer listed on Nasdaq, our securities would not be covered securities under the statute and we would be subject to regulation
in each state in which we offer our securities.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of AlphaVest’s Ordinary Shares as of the Record Date
based on information obtained from the persons named below, with respect to the beneficial ownership of shares of AlphaVest’s Ordinary
Shares, by:
| |
● |
each
person known by AlphaVest to be the beneficial owner of more than 5% of AlphaVest’s outstanding Ordinary Shares; |
| |
● |
each
of AlphaVest’s executive officers and directors that beneficially owns Ordinary Shares; and |
| |
● |
all
AlphaVest’s executive officers and directors as a group. |
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if such person possesses sole or shared voting or investment power over that security, including options, rights, and warrants that are
currently exercisable or exercisable within sixty days.
In
the table below, percentage ownership is based on 7,006,328 outstanding shares (including 5,156,329 Public Shares and 1,850,000 Founder
Shares) issued and outstanding as of the Record Date.
Voting
power represents the combined voting power of Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the
holders of the Ordinary Shares vote together as a single class. The table below does not include the Ordinary Shares underlying the Private
Placement Units held or to be held by the Sponsor because these securities are not exercisable within 60 days of this Proxy Statement.
Unless
otherwise indicated, AlphaVest believes that all persons named in the table have sole voting and investment power with respect to all
Ordinary Shares beneficially owned by them.
| | |
| | |
Percentage of | |
| | |
| | |
Outstanding | |
| | |
Number of Shares | | |
Ordinary | |
| Name and Address of Beneficial Owner (1) | |
Beneficially Owned | | |
Shares | |
| AlphaVest Holding LP (2) | |
| 852,162 | | |
| 12.2 | % |
| Peace Capital Limited (2) | |
| 1,035,000 | | |
| 14.8 | |
| Pengfei Zheng(2) | |
| 1,887,162 | | |
| 26.9 | % |
| Yong (David) Yan(3) | |
| - | | |
| - | % |
| Song (Steve) Jing(3) | |
| - | | |
| - | % |
| Shu Wang | |
| - | | |
| - | |
| Li (Helen) Wei | |
| - | | |
| - | |
| All executive officers and directors as a group (6 individuals) | |
| 1,667,162 | | |
| 26.9 | % |
| First Trust Capital Management L.P.(4) | |
| 1,106,161 | | |
| 15.8 | % |
| Wolverine Asset Management LLC (5) | |
| 445,598 | | |
| 6.36 | % |
| Cowen and Company, LLC (6) | |
| 407,995 | | |
| 5.82 | % |
| (1)
|
Unless
otherwise noted, the business address of each of the following entities or individuals is c/o AlphaVest Acquisition Corp, 205 W.
37th Street New York, NY 10018. |
| |
|
| (2)
|
Our
Sponsor is the record holder of founder shares reported herein. Mr. Zheng is the sole director and shareholder of Peace Capital Limited,
which owns 62.5% of the Sponsor entity. Accordingly, he is deemed to be the beneficial owner of such shares. This includes 345,000
Ordinary Shares which TenX Global Capital LP holds through our Sponsor. |
| |
|
| (3) |
Does
not include any shares indirectly owned by this individual as a result of his or her partnership interest in our Sponsor. |
| |
|
| (4) |
According
to a Schedule 13G filed with the SEC on February 14, 2024, the Ordinary Shares are held by First Trust Merger Arbitrage Fund (“VARBX”),
First Trust Capital Management L.P. (“FTCM”), First Trust Capital Solutions L.P. (“FTCS”) and
FTCS Sub GP LLC (“Sub GP”). FTCM has the authority to invest Ordinary Shares as well as the authority to purchase,
vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Company’s Ordinary Shares.
As of December 31, 2023, VARBX owned 524,847 shares of the outstanding Ordinary Shares of the Issuer, while FTCM, FTCS and Sub GP
collectively owned 581,314 shares of the outstanding Ordinary Shares of the Company. The principal business address of FTCM, FTCS
and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West
Galena Street, Milwaukee, WI 53212. |
| (5) |
According
to a Schedule 13G filed with the SEC on October 15, 2024, the Ordinary Shares are held by Wolverine Asset Management, LLC (“WAM”).
The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher
L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings.
Each of Wolverine Holdings, Mr. Bellick, Mr. Gust, and WTP have voting and disposition power over 445,598 of the Issuer’s Ordinary
Shares. The address for WAM, Wolverine Holdings, WTP and Mssrs. Bellick and Gust is 175 West Jackson Boulevard, Suite 340 Chicago,
IL 60604. |
| |
|
| (6) |
According to a Schedule 13G filed with the SEC on November
12, 2024, the Ordinary Shares are held by Cowen & Company LLC. |
HOUSEHOLDING
INFORMATION
Unless
AlphaVest has received contrary instructions, AlphaVest may send a single copy of this Proxy Statement to any household at which two
or more shareholders reside if AlphaVest believes the shareholders are members of the same family. This process, known as “householding,”
reduces the volume of duplicate information received at any one household and helps to reduce AlphaVest’s expenses. However, if
shareholders prefer to receive multiple sets of AlphaVest’s disclosure documents at the same address this year or in future years,
the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together
both of the shareholders would like to receive only a single set of AlphaVest’s disclosure documents, the shareholders should follow
these instructions:
| |
● |
if
the shares are registered in the name of the shareholder, the shareholder should contact AlphaVest at the following address: |
AlphaVest
Acquisition Corp
205
W. 37th Street
New
York, NY 10018
(203)
998-5540
| |
● |
if
a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly. |
WHERE
YOU CAN FIND MORE INFORMATION
AlphaVest
files annual, quarterly and current reports, Proxy Statements and other information with the SEC as required by the Exchange Act. AlphaVest’s
public filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of AlphaVest’s
filings with the SEC (excluding exhibits) at no cost by contacting AlphaVest at the address and/or telephone number below.
If
you would like additional copies of this Proxy Statement or AlphaVest’s other filings with the SEC (excluding exhibits) or if you
have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact AlphaVest at the following
address:
AlphaVest
Acquisition Corp
205
W. 37th Street
New
York, NY 10018
(203)
998-5540
You
may also obtain additional copies of this Proxy Statement by requesting them in writing or by telephone from AlphaVest’s proxy
solicitation agent at the following address, telephone number and e-mail address:
D.F.
King & Co., Inc.
48
Wall Street, 22nd Floor
New
York, New York 10005
Bank
and Brokers Call Collect: (212) 269-5550
All
Others, Please Call Toll-Free: (800) 207-2872
Email:
ATMV@dfking.com
You
will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other
nominee, you should contact your broker, bank or other nominee for additional information.
If
you are an AlphaVest shareholder and would like to request documents, please do so by [●], 2024, five business days prior to the
Extraordinary General Meeting, in order to receive them before the Extraordinary General Meeting. If you request any documents from AlphaVest,
such documents will be mailed to you by first class mail or another equally prompt means.
ANNEX
A
FORM
OF AMENDMENT TO THE
THE
SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF
ASSOCIATION
OF
ALPHAVEST
ACQUISITION CORP
[date]
RESOLVED,
as a special resolution, that:
| (i) | Article 37.6 of the Second
Amended and Restated Memorandum and Articles of Association of the Company as adopted by special resolution passed on December
21, 2023 (the Existing Memorandum and Articles) be deleted in its entirety and replaced as
follows: |
| |
37.6 |
Any Member holding Public
Shares who is not a Founder, Officer or director may, contemporaneously with any vote on a Business Combination, elect to have their
Public Shares redeemed for cash (the IPO Redemption), provided that no such Member acting together with any Affiliate
of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring,
holding, or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public Shares without the
Company’s prior consent, and provided further that any holder that holds Public Shares beneficially through a nominee must
identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. In connection
with any vote held to approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption rights
will be required to either tender their certificates (if any) to the Company’s transfer agent or to deliver their shares to
the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the
holder’s option, in each case up to two business days prior to the initially scheduled vote on the proposal to approve a Business
Combination. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such
proposed Business Combination or abstains from voting, a per-Share redemption price payable in cash, equal to the aggregate amount
then on deposit in the Trust Account calculated as of two business days prior to the consummation of a Business Combination, including
interest earned on the Trust Account not previously released to the Company to pay its income taxes, if any, divided by the number
of Public Shares then in issue (such redemption price being referred to herein as the Redemption Price), provided that
the Company shall not repurchase Public Shares in an amount that would cause the Company’s stock to be considered a “penny
stock”. |
| (ii) | Article
37.2 of the Existing Memorandum and Articles be deleted in its entirety and replaced as follows: |
| |
37.2 |
Prior to the consummation
of any Business Combination, the Company shall submit such Business Combination to its Members for approval. In no event will the
Company consummate the Tender Offer under Article 37 if such redemptions would cause the Company’s Shares to be considered
a “penny stock” (as defined in the Exchange Act). |
| | (iii) | Article 37.8 of the Existing Memorandum and Articles be deleted in its entirety and replaced as follows: |
| |
37.8 |
The
Company has until December 22, 2024 (the Termination Date) to consummate a Business Combination, provided however that if
the Board of Directors anticipates that the Company may not be able to consummate a Business Combination by December 22, 2024, the
Company may, by Resolution of Directors, at the request of the Sponsor, extend the period of time to consummate a Business Combination
up to nine (9) times, each by an additional one (1) month, for a total of up to nine (9) months from the Termination Date (i.e. for
a total of up to thirty-three (33) months after the consummation of the IPO) to complete a Business Combination), subject to the
Sponsor depositing additional funds into the Trust Account upon five days advance notice prior to the applicable deadline in accordance
with terms as set out in the Trust Agreement and referred to in the Registration Statement. In the event that the Company does not
consummate a Business Combination by the Termination Date (or nine (9) months after the Termination Date (subject in the latter case
to valid extensions having been made in each case) or such later time as the Members of the Company may approve in accordance with
these Articles, the Company shall: |
| |
(a) |
cease
all operations except for the purpose of winding up; |
| |
(b) |
as
promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay income taxes, if any (less up to US$100,000 of interest to pay dissolution
expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’
rights as Members (including the right to receive further liquidation distributions, if any); and |
| |
(c) |
as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the
directors, dissolve and liquidate, |
subject
in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company
shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in
this Article with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of Applicable Law.
| (iv) | Article
37.9 of the Existing Memorandum and Articles be deleted in its entirety and replaced as follows: |
| | | |
| | 37.9 | In
the event that any amendment is made to these Articles: |
| (a) | that
would modify the substance or timing of the Company’s obligation to provide holders
of Public Shares the right to: |
| (i) | have
their shares redeemed or repurchased in connection with a Business Combination pursuant to
Articles 37.2(b) or 37.6; or |
| (ii) | redeem
100% of the Public Shares if the Company has not consummated an initial Business Combination
by the Termination Date (or nine (9) months after the Termination Date pursuant to Article
37.8 (subject in the latter case to valid extensions having been made in each case); or |
| | (b) | with
respect to any other provision relating to the rights of holders of Public Shares, each holder
of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity
to redeem their Public Shares upon the approval of any such amendment (an Amendment Redemption)
at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account not previously
released to the Company to pay income taxes, if any, divided by the number of Public Shares
then in issue. |
| (v) | Article
37.11 of the Existing Memorandum and Articles be deleted in its entirety and replaced as
follows: |
| | | |
| | 37.11 | After
the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to
the consummation of a Business Combination, the directors shall not issue additional Shares
or any other securities that would entitle the holders thereof to: |
| (a) | receive
funds from the Trust Account; or |
| (b) | vote
as a class with the Public Shares: |
| (i) | on
a Business Combination or on any other proposal presented to Members prior to or in connection
with the completion of a Business Combination; or |
| (ii) | to
approve an amendment to these Articles to: |
| (A) | extend
the time the Company has to consummate a Business Combination beyond the Termination Date
or nine (9) months after the Termination Date pursuant to Article 37.8 (subject in the latter
case to valid extensions having been made in each case); or |
| (B) | amend
the foregoing provisions of these Articles, unless (in connection with any such amendment),
each holder of Public Shares who is not a Founder, Officer or director shall be provided
with the opportunity to redeem their Public Shares in accordance with these Articles. |
ANNEX
B
PROPOSED
AMENDMENT
TO
THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This
Amendment No. 2 (this “Amendment”), dated as of [●], 2024, to the Original Trust Agreement (as defined below) is made
by and between AlphaVest Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee
(“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Original Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 19, 2022 (the “Original
Trust Agreement”);
WHEREAS,
the Company and the Trustee entered into the first amendment to the Investment Management Trust Agreement dated as of December 21, 2023
(together with the Original Trust Agreement, the “Trust Agreement”)
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the “Trust
Account”) under the circumstances described therein;
WHEREAS,
at an extraordinary general meeting of the Company held on [●], 2024 (the “Special Meeting”), the Company’s shareholders
approved (i) a proposal to amend AlphaVest’s Second Amended and Restated Memorandum and Articles of Association, dated as of December
19, 2022 to extend the date by which the Company must consummate a business combination up to nine (9) times from December 22, 2024 to
September 22, 2025 (the “Termination Date”), with each extension comprised of one (1) month (i.e., for a period of time ending
up to 33 months after the consummation of its initial public offering for a total of nine (9) months after the Termination Date (assuming
a business combination has not occurred); and (ii) a proposal to amend the Trust Agreement, to permit the Company to extend the Termination
Date up to nine (9) times for an additional one (1) month each time from the Termination Date to September 22, 2025 by providing five
days’ advance notice to the Trustee prior to the applicable Termination Date and depositing into the Trust Account $55,000 per
one-month extension two (2) days prior to such Extension.
NOW
THEREFORE, IT IS AGREED:
1.
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairwoman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds
held in the Trust Account (which interest shall be net of taxes payable and, in the case of Exhibit B, up to $100,000 of interest
to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the
date which is the later of (1) 33 months after the closing of the Offering or (2) such later date as may be approved by the Company’s
shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter
has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on
the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses),
shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed there should be no reduction
in the principal amount per share initially deposited in the Trust Account;”
2.
Exhibit E of the Original Trust Agreement is hereby amended and restated in its entirety as follows:
EXHIBIT
E
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, NY 10004
Attn:
[●]
Re:
Trust Account No. [ ] Extension Letter
Dear
[●]:
Pursuant
to Section 1(m) of the Investment Management Trust Agreement between AlphaVest Acquisition Corp (“Company”) and Continental
Stock Transfer & Trust Company, dated as of December 19, 2022 (“Trust Agreement”), this is to advise you that
the Company is extending the time available to consummate a Business Combination for an additional one (1) month, from ________ to ________
(the “Extension”).
This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $55,000 per one-month extension two (2) days prior
to such Extension which will be wired to you, into the Trust Account investments upon receipt.
This
is the [first/second/third/fourth/fifth/sixth/seventh/eighth/ninth] of up to nine Extension Letters.
| |
Very
truly yours, |
| |
|
| |
AlphaVest
Acquisition Corp |
| |
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
cc:
EarlyBirdCapital, Inc.
3.
All other provisions of the Original Trust Agreement shall remain unaffected by the terms hereof.
4.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
5.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby
ratified, intentionally waived and relinquished by all parties hereto.
6.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[signature
page follows]
IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.
| |
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
| |
|
|
| |
By: |
|
| |
Name:
|
|
| |
Title: |
|
| |
ALPHAVEST
ACQUISITION CORP |
| |
|
| |
By: |
|
| |
Name:
|
|
| |
Tile:
|
|
PRELIMINARY
PROXY CARD
FOR
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ALPHAVEST
ACQUISITION CORP
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Yong (David) Yan, the Company’s Chief Executive Officer, (the “Proxy”) as proxy, with the
power to appoint a substitute to vote the shares that the undersigned is entitled to vote (the “Shares”) at the Extraordinary
General Meeting of shareholders of AlphaVest Acquisition Corp to be held on [●]. 2024 at [●] a.m. Eastern Time, virtually
via live webcast at https://www.[ ] or at any adjournments and/or postponements thereof. Such Shares shall be voted as indicated
with respect to the proposals listed on the reverse side hereof and in the Proxy’s discretion on such other matters as may properly
come before the Extraordinary General Meeting or any adjournment or postponement thereof.
The
undersigned acknowledges receipt of the accompanying Proxy Statement and revokes all prior proxies for said meeting.
THE
SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED AND DELIVERED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2,
AND 3. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
(Continued
and to be marked, dated and signed on reverse side)
~
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~
| ALPHAVEST
ACQUISITION CORP - THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, AND 3. |
|
Please
mark votes as ☒
indicated
in this example |
| |
|
|
|
| |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
| (1)
The Articles Amendment Proposal - It is resolved as a special resolution, that the amendment to AlphaVest’s
Second Amended and Restated Memorandum and Articles of Association, as adopted by special resolution passed on December 21, 2023
(the “Existing Charter”) in the form set forth in Annex A to the Proxy Statement, which reflects: |
|
☐ |
|
☐ |
|
☐ |
| (i) | the
extension of the date by which the Company must consummate a business combination up to nine (9) times from December 22, 2024 (the “Termination
Date”) to September 22, 2025, each by an additional one (1) month (each, an “Extension”) for a total of
up to nine (9) months after the Termination Date (i.e., a total of up to thirty-three (33) months after the consummation of its initial
public offering), assuming a Business Combination has not occurred. The end date of each Extension shall be referred
to herein as the “Extended Date” (the “Extension Amendment”); and |
|
|
|
|
| | | |
|
|
|
|
| | (ii) | the
deletion of the limitation (the “Redemption Limitation”) that the Company
shall not redeem public shares to the extent that such redemption would cause the Company’s
net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”).
The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective
of whether such redemption would exceed the Redemption Limitation. be
adopted with immediate effect. |
|
|
|
|
| |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
| (2)
The Trust Agreement Amendment Proposal – It is resolved that the AlphaVest’s investment management trust agreement,
dated as of December 19, 2022 (as amended, the “Trust Agreement”), by and between the Company and Continental Stock
Transfer & Trust Company (the “Trustee”) be amended to allow the Company to extend the Termination Date from December
22, 2024 up to nine (9) times for an additional one (1) month each time up to September 22, 2025 (i.e., for a period of time ending up
to 33 months after the consummation of its initial public offering) by providing five days advance notice to the Trustee prior to the
applicable Termination Date and depositing into the Trust Account, for each one-month extension, $55,000 per one-month extension two
(2) days after giving effect to the Redemption, pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the
accompanying Proxy Statement;. |
|
☐ |
|
☐ |
|
☐ |
| |
|
FOR |
|
AGAINST |
|
ABSTAIN |
| |
|
|
|
| (3)
The Adjournment Proposal - It is resolved as an ordinary resolution that the Extraordinary General Meeting be adjourned
to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote
at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Articles Amendment Proposal,
the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension, Trust Agreement Amendment,
Extension Amendment and the Redemption Limitation Amendment. |
|
☐ |
|
☐ |
|
☐ |
| |
|
|
|
| Date
__________________ |
|
|
|
|
|
|
| |
|
|
|
| Signature
_____________________ |
|
|
|
|
|
|
| |
|
|
|
| Signature
(if held jointly) ____________________ |
|
|
|
|
|
|
When
Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by an authorized person.
A
vote to abstain will have no effect on proposals 1, 2 or 3. The Shares represented by the Proxy, when properly executed, will
be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this Proxy will be voted FOR each
of proposals 1, 2, or 3. If any other matters properly come before the meeting, the Proxies will vote on such matters in
their discretion.
~
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~
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